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UNITED STATES SECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549

FORM
  20-F/A Amendment
  No. 1

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
  OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

For the fiscal year ended **December 31, 2005**

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to
_______________

Commission file number 000-50305

ENTOURAGE MINING
LTD.(Exact name of Registrant as specified in its charter)

**Province of British Columbia, Canada**(Jurisdiction of incorporation or organization)

**475 Howe Street, Suite 614, Vancouver, British
Columbia V6C 2B3**(Address of principal executive offices)

Securities registered or to be registered pursuant to Section
12(b) of the Act.

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|N/A                 | N/A                                      

Securities registered or to be registered pursuant to Section
12(g) of the Act.

**Common Shares Without Par Value**(Title of Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.

**None**(Title of Class)

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Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report: 74,560,227 common shares

Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed by 
  Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
  12 months (or 
  for such shorter period that the registrant was required to file such reports),
  and (2) has been 
  subject to such filing requirements for the past 90 days. [ x ] Yes     [
    ] No

Indicate by check mark which financial statement item the registrant
  has elected to follow. 
  [X]   Item 17     [   ]  Item 18

2

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ENTOURAGE MINING LTD. Form 20-F Annual Report Table
of Contents

|          | Part I                                                                               | 4 
|--------- | ------------------------------------------------------------------------------------ | --
|          |                                                                                      |   
|Item 1.   | Identity of Directors, Senior
      Management and Advisers                          | 4 
|Item 2.   | Offer Statistics and Expected Timetable                                              | 4 
|Item 3.   | Key Information                                                                      | 4 
|Item 4.   | Information on the Company                                                           | 9 
|Item 5.   | Operating and Financial
      Review and Prospects                                   | 29
|Item 6.   | Directors, Senior Management and Employees                                           | 32
|Item 7.   | Major Shareholders and Related
      Party Transactions                              | 36
|Item 8.   | Financial Information                                                                | 38
|Item 9.   | The Offer and Listing                                                                | 39
|Item 10.  | Additional Information                                                               | 41
|Item 11.  | Quantitative and Qualitative
      Disclosures about Market Risk                     | 49
|Item 12.  | Description of Securities other than Equity
      Securities                         | 49
|          |                                                                                      |   
|          | Part II                                                                              | 49
|          |                                                                                      |   
|Item 13.  | Defaults, Dividend Arrearages and Delinquencies                                      | 49
|Item 14.  | Material Modifications to
      the Rights of Securities Holders and Use of Proceeds | 49
|Item 15.  | Controls and Procedures                                                              | 49
|Item 16A. | Audit Committee Financial
      Expert                                               | 50
|Item 16B. | Code of Ethics                                                                       | 50
|Item 16C. | Principal Accountant Fees
      and Services                                         | 50
|Item 16E. | Purchases of Equity Securities
      by the Issuer and Affiliated Purchasers         | 51
|          |                                                                                      |   
|          | Part III                                                                             | 51
|          |                                                                                      |   
|Item 17.  | Financial Statements                                                                 | 51
|Item 18.  | Financial Statements                                                                 | 52
|Item 19.  | Exhibits                                                                             | 52

3

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FORWARD-LOOKING STATEMENTS

We caution you that certain important factors (including
without limitation those set forth in this Form 20-F) may affect our actual
results and could cause such results to differ materially from any
forward-looking statements that may be deemed to have been made in this Form
20-F annual report, or that are otherwise made by or on our behalf. For this
purpose, any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the generality of the foregoing, words such as may, except,
believe, anticipate, intend, could, estimate, or continue, or the
negative or other variations of comparable terminology, are intended to identify
forward-looking statements.

PART I

ITEM
1.           IDENTITY OF
DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM
2.           OFFER STATISTICS
AND EXPECTED TIMETABLE

Not applicable

ITEM
3.           KEY INFORMATION

3.A      Selected Financial
Data

The following tables set forth our financial data for the last
five years ended December 31. We derived all figures from our financial
statements, which were examined by our independent auditors. This information
should be read in conjunction with our financial statements included in this
annual report.

Our financial statements included in this annual report and the
table set forth below, have been prepared in accordance with accounting
principles generally accepted in Canada. All amounts are expressed in Canadian
dollars.

Selected Financial Data (CDN$, except per share data)

Year Ended 12/31/05
    Year Ended 12/31/04
    Year Ended 12/31/03
    Year Ended 12/31/02
    Year Ended 12/31/01Revenue
    Nil
    Nil
    Nil
    Nil
    NilNet Income(Loss)
    (10,068,841)
    (956,446)
    (319,515)
    (59,428)
    (58,749)Earnings(Loss) Per Share
    (0.57)
    (0.06)
    (0.04)
    (0.01)
    (0.01)


4

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Dividends Per Share
    Nil
    Nil
    Nil
    Nil
    NilWtd.Avg.No.Shares
    17,647,542
    15,542,822
    9,127,950
    5,380,005
    5,380,005Working Capital
    323,563
    138,483
    (230,498)
    (161,799)
    (303,042)Mineral Properties
    Nil
    Nil
    Nil
    Nil
    NilLong Term Debt
    Nil
    Nil
    Nil
    Nil
    NilShareholders Equity
    328,583
    145,292
    (230,498)
    (161,799)
    (303,042)Total Assets
    514,036
    466,727
    106,702
    Nil
    3,986


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In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in Canadian dollars.

Since June 1, 1970, the government of Canada has permitted a
floating exchange rate to determine the value of the Canadian dollar as compared
to the United States dollar. On June 29, 2006, the exchange rate in effect for
Canadian dollars exchanged for United States dollars (the US dollars that a
Canadian dollar buys) was $0.8898. This exchange rate is based on the noon
buying rates in New York City, for cable transfers in Canadian dollars, as
certified for customs purposes by the Federal Reserve Bank of New York. For the
past five years ended December 31 and for the last six month ends from December
31, 2005 to May 31, 2006, the following exchange rates were in effect for
Canadian dollars exchanged for United States dollars (the US dollars that a
Canadian dollar buys), calculated in the same manner as above:

Annual Period
    AverageYear ended Dec 30, 2005
    $0.8254Year ended Dec 31, 2004
    $0.7936Year ended Dec 31, 2003
    $0.7194Year ended Dec 31, 2002
    $0.6369Year ended Dec 31, 2001
    $0.6451Monthly Period
    Low - HighMonth ended Dec 31, 2005
    $0.8522- $0.8690Month ended Jan 31, 2006
    $0.8528 - $0.8742Month ended Feb 28, 2006
    $0.8637 - $0.8787Month ended Mar 31, 2006
    $0.8530 - $0.8832Month ended Apr 30, 2006
    $0.8533 - $0.8982Month ended May 31, 2006
    $0.8902 - $0.9099


The above information was obtained from the Bank of Canada and
we believe closely approximate the rates certified for customs purposes by the
Federal Reserve Bank in New York.

3.B Capitalization and indebtedness

Not applicable

3.C Reasons for the offer and use of proceeds

Not applicable

3.D Risk factors

Any investment in our common shares involves a high degree of
risk. You should consider carefully the following information before you decide
to buy our common shares. If any of the events discussed in the following risk
factors actually occurs, our business, financial condition or results of
operations would

6

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likely suffer. In this case, the market price of our common
shares could decline, and you could lose all or part of your investment in our
shares. In particular, you should consider carefully the following risk factors:

We have a history of losses.

We have incurred losses in our business operations since
inception, and we expect that we will continue to lose money for the foreseeable
future. From our incorporation to December 31, 2005, we have incurred losses
totalling $11,983,773. Very few junior resource companies ever become profitable
and typically incur large losses until they enter production or are able to sell
a mineral property to a major resource company. Failure to achieve and maintain
profitability may adversely affect the market price of our common shares.

Very few mineral properties are ultimately developed into
producing mines.

The business of exploration for minerals and mining involves a
high degree of risk. Few properties that are explored are ultimately developed
into producing mines. Most exploration projects do not result in the discovery
of commercially mineable deposits of ore.

Substantial expenditures will be required for us to establish
ore reserves through drilling, to develop metallurgical processes, to extract
the metal from the ore and to develop the mining and processing facilities and
infrastructure at any site chosen for mining.

Although substantial benefits may be derived from the discovery
of a major mineral deposit, no assurance can be given that we will discover
minerals in sufficient quantities to justify commercial operations or that we
can obtain the funds required for development on a timely basis. The economics
of developing precious and base metal mineral properties is affected by many
factors including the cost of operations, variations in the grade of ore mined,
fluctuations in metal markets, costs of processing equipment and other factors
such as government regulations, including regulations relating to royalties,
allowable production, importing and exporting of minerals and environmental
protection.

If we do not obtain additional financing, our business will
fail.

Our current operating funds are less than necessary to acquire
an interest in, and to conduct exploration on, a mineral property, and therefore
we will need to obtain additional financing in order to complete our business
plan. As at December 31, 2005, we had cash on hand of $479,581. Our business
plan calls for significant expenses in connection with the acquisition and
exploration of mineral claims. We will require additional financing in order to
complete these activities. In addition, we will require additional financing to
sustain our business operations if we are not successful in earning revenues
once we complete exploration on any mineral property we acquire. We do not
currently have any arrangements for financing and we can provide no assurance to
investors that we will be able to find such financing if required.

We believe the only realistic source of future funds presently
available to us is through the sale of equity capital. Any sale of share capital
will result in dilution to existing shareholders.

Because management has only limited experience in resource
exploration, the business has a higher risk of failure.

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Our management, while experienced in business operations, has
only limited experience in resource exploration. None of our directors or
officers has any significant technical training or experience in resource
exploration or mining. We rely on the opinions of consulting geologists that we
retain from time to time for specific exploration projects or property reviews.
As a result of our managements inexperience, there is a higher risk of our
being unable to complete our business plan.

Mineral exploration involves a high degree of risk against
which we are not currently insured.

Unusual or unexpected rock formations, formation pressures,
fires, power outages, labour disruptions, flooding, cave-ins, landslides and the
inability to obtain suitable or adequate machinery, equipment or labour are
risks involved in the operation of mines and the conduct of exploration
programs. We have relied on and will continue to rely upon consultants and
others for exploration expertise.

It is not always possible to fully insure against such risks
and we may decide not to take out insurance against such risks as a result of
high premiums or other reasons. Should such liabilities arise, they could reduce
or eliminate any future profitability and result in increasing costs and a
decline in the value of our common stock.

We may require permits and licenses that we may not be able
to obtain.

Our operations may require licenses and permits from various
governmental authorities. There can be no assurance that we will be able to
obtain all necessary licenses and permits that may be required to conduct
exploration, development and mining operations at any projects we acquire.

Metal prices fluctuate widely.

Factors beyond our control may affect the marketability of any
resource we discover. Metal prices have fluctuated widely, particularly in
recent years. The effect of these factors cannot accurately be predicted.

The resource industry is very competitive.

The resource industry is intensely competitive in all its
phases. We compete with many companies possessing greater financial resources
and technical facilities than us for the acquisition of mineral concessions,
claims, leases and other mineral interests as well as for the recruitment and
retention of qualified employees.

Our operations may be adversely affected by environmental
regulations.

Our operations may be subject to environmental regulations
promulgated by government agencies from time to time. Environmental legislation
provides for restrictions and prohibitions on spills, release or emissions of
various substances produced in association with certain mining industry
operations, such as seepage from tailings disposal areas, which would result in
environmental pollution. A breach of such legislation may result in the
imposition of fines and penalties. In addition, certain types of operations
require the submission and approval of environmental impact assessments.
Environmental legislation is evolving in a manner, which means that standards,
enforcement, fines and penalties for non-compliance are more stringent.
Environmental assessments of proposed projects carry a heightened degree of
responsibility for us and our directors, officers and consultants. The cost of
compliance with changes in

8

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governmental regulations has a potential to reduce the
profitability of our operations. We do not maintain environmental liability
insurance.

The trading market for our shares is not always liquid.

Although our shares trade on the NASD OTC Bulletin Board, the
volume of shares traded at any one time can be limited, and, as a result, there
may not be a liquid trading market for our shares.

Our securities may be subject to penny stock regulation.

Our stock is subject to penny stock rules as defined in 1934
Securities and Exchange Act rule 3151-1. The Commission has adopted rules that
regulate broker-dealer practices in connection with transactions in penny
stocks. Our common shares are subject to these penny stock rules. Transaction
costs associated with purchases and sales of penny stocks are likely to be
higher than those for other securities. Penny stocks generally are equity
securities with a price of less than U.S. $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customers account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customers confirmation.

In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for our common
shares in the United States and shareholders may find it more difficult to sell
their shares.

ITEM
4.           INFORMATION ON
THE COMPANY

4.A History and development of the Company

****Our Registered Office in British Columbia is located at 2602  1111
Beach Avenue, Vancouver, British Columbia, Canada. Our head office and principal
office is located at 614  475 Howe Street, Vancouver, British Columbia, Canada.

****We were originally incorporated under the name, Entourage Holdings
Ltd., pursuant to the Company Act (British Columbia) on June 16, 1995. On June
25, 1996, we changed our name to Entourage Mining Ltd.

9

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****On February 18, 1998, we became a reporting Issuer as defined under the
Securities Act of the Province of British Columbia in British Columbia, Canada.

****We have one subsidiary company, Entourage USA Inc., located at 6121
Lakeside Drive, Suite 260, Reno, Nevada 89511. The subsidiary company will seek
mineral prospects in the United States.

****We are engaged in the business of acquiring and exploring resource
properties.

****We are a reporting issuer in the United States and our Annual Report
and 6K filings can be found on the SECs EDGAR system at www.sec.gov. We are a reporting issuer in certain
Canadian jurisdictions and our required disclosure filings for Canada can be
found at www.sedar.com.

****We are a natural resource company engaged in the acquisition and
exploration of natural resource properties. We commenced operations in 1996 and
have entered into six mineral property option agreements to acquire a:

- 60% interest in the Finlayson Lake Emerald prospect situated in Yukon,
  Canada (in November 2005 the Company abandoned this option interest);
- fifty per cent (50%) interest in four claim blocks totaling 16,900
  hectares of prospective uranium property situated at Hatchet Lake on the
  Athabasca Basin of north-central Saskatchewan;
- 100% interest in the 63 gold-silver Black Warrior claims situate in
  Esmeralda County, Nevada, USA, of which a total 20% interest has been optioned
  by us to two other companies;
- 36% interest in prospective diamond claims known as the Forte Diamond
  properties (after due diligence the Company abandoned this option agreement);
- 80% interest in 670 prospective diamond exploration claims situated in the
  Forte a la Corne/Smeaton area of central Saskatchewan; and
- 100% interest in 44 claim uranium prospective claim blocks in Costebelle
  Township known as the Doran property.

We also intend to seek and acquire additional properties worthy
of exploration and development.

Entourage is an exploration stage company and there is no
assurance that a commercially viable mineral deposit exists on any of the
properties, and further exploration will be required before a final evaluation
as to the economic and legal feasibility of all of our claims is determined.

The Finlayson Lake Emerald Project (the Yukon Property)

By an assignment agreement dated March 17, 2003, as amended May
17, 2003, the Company held an option to acquire a 60% interest, subject to a 3%
gross overriding royalty, in certain mineral claims located in the Yukon
Territory. As consideration for the assignment, the Company agreed to pay to the
assignor the sum of $60,000 sixty days after the Company completes a financing
and to issue 6,000,000 common shares (issued). As of December 31, 2005, $40,000
was paid and $20,000 is unpaid and recorded in accounts payable. The terms of
the option agreement provided that the Company must incur a total of $500,000 in
exploration expenditures, and make additional cash payments totaling $80,000
through November 1, 2007, as follows:

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Payment AmountDate option payment due
    CDN $November 1, 2003
    10,000
    (paid)November 1, 2004
    10,000
    (paid)November 1, 2005
    15,000November 1, 2006
    15,000November 1, 2007
    30,000


On November 1, 2005, the Company, having expended more than
$300,000 on exploration of this property, abandoned all of its interest in the
Yukon Property rather than make any further payments due to poor results of
exploration work.

We informed the Finlayson Lake Emerald property owner, Yukon
Zinc Corporation, that the Company would no longer proceed with further
exploration of the Yukon Property based on the results of two summer
exploration programs. The Company no longer has an interest in these
properties.

The Hatchet Lake Uranium Properties

By agreement dated April 7, 2005 as amended October 20, 2005,
the Company obtained an option to acquire a 50% right in a certain prospective
mineral property located in the Athabaska Basin area of Saskatchewan (the
Hatchet Lake Property) in consideration for:

|(i)   | a cash payment of $220,000 on or before November 15, 2005
      (paid);                                                         
|----- | --------------------------------------------------------------------------------------------------------------------------------
|(ii)  | making the following exploration expenditures on the
      property:                                                            
|(iii) | $100,000 on or before December 31, 2005 (completed
      February 2, 2006);                                                     
|(iv)  | An additional $300,000 on or before February 1, 2006
      (extended to June 30, 2006, per February 2, 2006 letter
  agreement);
|(v)   | An additional $450,000 on or before November 15, 2006;
      and                                                                
|(vi)  | An additional $450,000 on or before November 15,
    2007.                                                                      

Upon payment of the $220,000 cash payment and completion of the
expenditures as noted in (ii)(a) to (c) above, the Company will have exercised
the Option as to a 25% interest in the property.

Upon payment of the $220,000 cash payment and completion of all
of the expenditures as noted in (ii) above, the Company will have exercised the
option and earned a 50% interest in the Property.

The term of the Agreement is for 5 years at which time the
agreement, and the option granted thereunder, shall terminate if the option has
not been exercised.

On October
  20, 2005, the Company, by way of an assignment agreement with CMKM Diamonds,
  Inc. (“CMKM”) and United Carina Resources Corp. (“United Carina”)
  the Company increased its interest in the Hatchet Lake property by assuming
  all of the interests of CMKM in the Hatchet Lake properties.

As consideration for the assignment agreement, the Company
agreed to issue 15,000,000 of its common shares (issued January 3, 2006) to the
CMKM shareholders. The 15,000,000 shares have been recorded as mineral property
expenditures and an obligation to issue shares totaling $2,650,500 in the year
ended December 31, 2005.

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As a result of this assignment agreement, and the subsequent
New Hatchet Lake Option Agreement, also dated October 20, 2005, the Company
now has a right to earn a 50% interest in the Hatchet Lake property by:

|(i)  | paying
        $220,000 on or before November 15, 2005 (paid), to United Carina; and
|---- | ------------------------------------------------------------------------------------
|     |                                                                                     
|(ii) | making the following exploration expenditures on the
      property:                
|     |                                                                                     
|     | (a)                                                                                 
|     |                                                                                     
|     | (b)                                                                                 
|     |                                                                                     
|     | (c)                                                                                 
|     |                                                                                     
|     | (d)                                                                                 

Negotiations are currently underway to push all property
payments and work commitments back one full year due to the inability of the
company to complete the winter 2006 drill program. We make no representation as
to what the outcome of these negotiations will be.

In the fall
  of 2005, United Carina announced to the Company that line cutting and trench
  sampling was completed on the property. Drilling of targets on the Hatchet lake
  prospect began in the last week of March 2006.

There is no
  NI 43-101 compliant report yet completed on the Hatchet Lake property. United
  Carina is the Operator of the Hatchet Lake prospect.

The Black Warrior Project (the Nevada Property)

In June 2004, we announced that we signed a definitive
agreement with Goodsprings Development Corp., a Nevada based corporation,
whereby we may earn a 100% interest in the GBW project in Esmeralda County,
Nevada commonly known as the Black Warrior Project in the Companys other
disclosure documents. We have optioned a total 20% interest in the project (as
described in the agreement summary below) to two other companies. The project
comprises patented and un-patented mineral claims in the Walker Lane mineral
belt.

The Walker Lane continues to be one of the focal points of
mineral exploration in Nevada and has produced over 20 million ounces of gold.
Gold and silver mineralization on the project is hosted in low-angle,
structurally controlled zones and in widespread zones of jasperoid. There has
been very limited previous exploration work, and Entourage plans an aggressive
mapping and sampling campaign followed by an RC drilling program to test the
targets.

The GBW project, upon signing of the definitive agreement,
consisted of 10 un-patented and 2-patented mineral claims as referenced in the
Companys SEC 6-k filing dated June 23, 2004. A further 20 un-patented mineral
claims were staked on behalf of Entourage by Goodsprings Development Corp. as
referenced in the Companys SEC 6-k filing dated July 6th, 2004.
Furthermore, an additional 40

12

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claims were staked on behalf of Entourage and referenced in the
Company s August 5th, 2004 SEC 6-k filing bringing Entourages total
land package on the Walker Lane Trend to 70 un-patented and 2 -patented mineral
claims.

To date we have made project property payments, county filing
charges, Nevada Bureau of Land Management (BLM) payments, sample assaying,
staking costs, drilling, drill core assaying and administrative costs totaling
$300,452USD. The following table illustrates Entourages GBW financial
obligations going forward:

Item
    Cost ($USD)
    Payable To:
    Due Date
    CommentsClaim Maintenance Fees (@$125 per claim)
    $9,000/ yr.
    Bureau Of Land Management (Nevada)
    July 1steach year
    Price increased to $125 in 2004 from
      $100/claimProperty Payments to Goodsprings Development Corp.
    $15,000 $15,000 $20,000 $25,000
    Goodsprings Dev. Goodsprings Dev.
      Goodsprings Dev. Goodsprings Dev.
    June 1st, 2004 (paid) June
      1st, 2005 (paid) June 1st, 2006* June
      1st, thereafter*
    *To be paid in quarterly $5000
      paymentsPayments to Apex Deep Mines
    $4,000 $5,000 $7,500 $10,000
    Apex Deep Mines** Apex Deep Mines Apex
      Deep Mines Apex Deep Mines
    Sept 4th, 2004 (paid) Feb
      10th, 2005 (paid) Feb 10th, 2006 (paid) Feb
      10 thereafter*Esmeralda County Filing Fee @ $6.00/per claim/yr.
    $450/yr
    Esmeralda County Register
    July 1steach year


* The Purchase Price for the Property shall be Four Hundred
Thousand Dollars ($400,000.00) . The Rental Payments paid by Lessee to Owner
shall be credited against the Purchase Price.

** Apex Deep Mines is the titleholder to the properties and
Goodsprings Development is the Lessee with Entourage being the Sub-Lessee of the
claim blocks.

The sub-lease Agreement between Goodsprings Development Corp.
(the Lessee) and Entourage Mining Ltd. (the Sub-Lessee), wherein the
Sub-Lessee assumes all of the responsibilities of the Lessee, continues from the
original lease Agreement between Apex Deep Mines (the Owner or the Lessor)
and the Lessee wherein the Owner grants to Lessee the exclusive right to
purchase the Property, subject to the Royalty (3% Net Smelter) reserved by
Owner and subject to Lessees obligations under the conveyance executed and
delivered by Owner on the closing of the Option. The Purchase Price for the
Property shall be Four Hundred Thousand Dollars ($400,000.00) . The Rental
Payments paid by Lessee to Owner shall be credited against the Purchase Price.
Lessee shall pay the real property transfer taxes, if any, the costs of escrow
and all recording costs incurred in closing of the Option. On closing of the
Option, Lessee shall pay the balance of the Purchase Price to Owner, in cash or
by wire transfer to an account designated by Owner.

The Agreement shall extend to and include the un-patented
mining claims described in the Agreement and in the exhibits that are part of
the Agreement, and all other interests, mining claims and property rights made
part of and subject to the Agreement. All un-patented mining claims located by
Owner or Lessee which are partially or wholly in the Area of Interest shall be
located in Owners name and shall be part of and subject to the Agreement. Area
of Interest means the geographic area within two (2) miles from the exterior
boundaries of the Property.

13

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To the extent required by law, beginning with the annual
assessment work period of September 1, 2004, to September 1, 2005, and for each
following annual assessment work year commencing during the term of this
Agreement, Lessee shall perform for the benefit of the Property, work of a type
customarily deemed applicable as assessment work and of sufficient value to
satisfy the annual assessment work requirements of all applicable Federal, state
and local laws, regulations and ordinances, if any, and shall prepare evidence
of the same in form proper for recordation and filing, and shall timely record
and/or file such evidence in the appropriate. The Entourage-Goodsprings Sublease
Agreement does not proscribe a measurable work commitment other than the annual
assessment work described above. As well, the Company is required to make
monetary payments only and no Company shares are to be paid as consideration for
the Sub-Lease.

All payment required under the Entourage-Goodsprings Agreement
have been paid and are current at this filing date. As noted in the table above,
a rental payment of $5,000 due in February 2006 has been paid; furthermore,
claim maintenance fees, Bureau of Land Management fees and reclamation bonds
have been paid and posted and all drilling contractor charges and assay fees
have been paid.

The agreement with Goodsprings Development Corp. is described
more fully in the Companys report on Form 6-K dated June 29, 2004 and filed on
the SECs EDGAR website at www.sec.gov. A
compliant 43-101 technical report on the Black Warrior properties has been
completed as of this filing date and was filed on Sedar and Edgar in February
2005.

On April 11,
  2005, the Company announced that it had granted to United Carina and CMKM the
  right to each acquire a 10% interest in the Property (being a total 20% interest).
  Each of these two optionees can exercise their option to acquire a 10% interest
  by:

| | (a) | paying to Entourage $40,000; and                     
| | --- | -----------------------------------------------------
| | (b) | making $85,000 in work commitments on the
  Property.

On October 20, 2005, CMKMs interests in the Nevada property
were relinquished by mutual consent of the Company and CMKM when the Company was
assigned CMKMs 40% interest in the Hatchet Lake uranium prospect.

To date, neither of the optionees has made a payment or
committed any funds to the Property and the options remain unexercised. As CMKM
may not now be an operating company, it is not anticipated that they will choose
to exercise the option to acquire a 10% interest.

To date the Company has drilled 11 holes on the Black Warrior
project. The initial 9 holes did not find anomalous gold or silver showings
however the final two holes intersected 30 feet of slightly anomalous gold
values ranging up to .435 g/t.

Nevada Mineral, Inc. Property (the Forte Diamond Property)

On October 20, 2005, the Company entered into an agreement with
Nevada Minerals, Inc. (Nevada) and CMKM to acquire CMKMs 36% interest in a
group of Saskatchewan mineral claims.

The agreement called for the Company to issue to CMKM a total
of 5,000,000 common shares in exchange for acquiring the 36% interest.

14

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Due diligence by the Company indicated, however, that it would
take approximately Cdn $1,200,000 to bring the Saskatchewan mineral claims into
good standing, funds which the Company did not have at the time.

As a result, on December 1, 2005, the Company advised Nevada
and CMKM that it was terminating the October 20, 2005 agreement. No shares were
issued or other consideration paid prior to the termination of the October 20,
2005 agreement. The Company, other than due diligence investigations of the
Saskatchewan mineral claims, performed no work. The Company is not pursuing any
interest in these claims.

The Smeaton-Fort a la Corne Saskatchewan Diamond Prospect

On October
  20, 2005, the Company announced a series of property option (earn-in interest)
  agreements (the “Saskatchewan Property transactions”) with CMKM,
  United Carina, and 10104075 Saskatchewan Ltd. (a private company) (“1010”),
  whereby the Company assumed the earn-in rights to properties optioned to CMKM.
  CMKM was about to default on its option agreements and Entourage realized an
  opportunity to acquire prospective diamond and uranium prospects in Saskatchewan.
  One such property is referred to as the Smeaton/Forte a la Corne/Green Lake
  Diamond prospect (the “Smeaton Property”).

The Smeaton Property consisted of a 1.5 million acre parcel of
claims. Previous to the Entourage-CMKM agreements, CMKM and 1010 had flown an
airborne geophysical survey of the Smeaton Properties. The Companys geologist,
James Turner, P. Geo., reviewed the results of the survey and reported to the
Company that 20 priority diamond targets existed on the parcel, but in light of
the $12 hectare maintenance fees payable, certain of the claims should be
allowed to lapse because of lack of potential. The present parcel remains at
approximately 670 claims (200,000 hectares) but will eventually be whittled down
to only those claims that contain mineralized potential. 1010 is the operator of
the Smeaton Property.

In December 2005, 1010, the Operator, commenced drilling on a
priority target on the property. The drilling encountered kimberlitic rock at
approximately 530 feet and continued in kimberlite for over 300 feet eventually
ending in dolomites at about 900 feet. An independent kimberlite expert,
Harrison Cookenboo, (PhD, P. Geo.), a qualified person, reviewed initial samples
and concluded:

both pieces of core are in most respects closely similar to
macrocrystic serpentine calcite kimberlite, but with some atypical features for
kimberlite sensu-stricto,and suggests that the examined samples are
best referred to as kimberlite or a closely related kimberlitic rock type with
the potential for carrying diamonds.

On January 10, 2006, the Operator informed the Company that the
first drill target (Target: C-Gpp) on the Smeaton Property had been completed
after encountering difficult drilling 1000 feet into the target. The hole
finished in dolomites and the Operator decided to drill the second hole 30
meters to the northwest where geo-physical data implied that the center of the
kimberlite may be situated.

The kimberlitic rock from the first drill hole was sent to Saskatchewan
  Research Council for caustic fusion and micro-diamond analysis. The kimberltic
  rock did not yield any micro-diamonds however chromites were found in the drill
  core. In 2005, the Company expended $200,630 on the Smeaton prospect.
  TheSmeaton project has a total of 20 priority targets to be investigated
  and as of the date of this report has examined four of these targets.

15

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The Doran Uranium Property

In March of 2005, the Company entered into an option agreement
with Fayz Yacoub, a professional geologist and businessman from Vancouver,
British Columbia, Canada, whereby the Company could acquire 44 claim blocks
prospective for uranium situated in Costebelle Township in eastern Quebec.

The Doran Uranium property consists of 44 contiguous mineral
claims (polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz
area of Costebelle Township, Quebec. The claim block is centered at GPS 548009 E
and 5572265 N.

The Doran property is located in the southeastern part of
Quebec, along the north shore of the Gulf of St. Lawrence, and about 25
kilometers west of Aguanish, approximately 85 kilometers east of Havre St.
Pierre. The property extends inland from the Gulf of St Lawrence a distance of
approximately 10 kilometers to the north.

The property is situated within the Costebelle Township, NTS
map sheet 12 L/08. Access to the property is by daily scheduled flights to
Natashquan-Aguanish, then by car from Aguanish to the Pashshibou River and to
the southern part of the property.

The topography of the property for the most part is rolling
hills having a maximum relief of 100 feet with elevation ranging from sea level
to 100 feet. All mineralized areas of interest are located comfortably above sea
and river levels. Any heavy equipment could very easily be driven from the road
to any of the mineralized zones.

Exploration, including geological mapping, rock sampling,
trenching and shallow drilling on the Doran Uranium Deposit resulted in the
estimation of a historical uranium resource which requires verification to
conform to Canadian NI 43-101 geological reporting standards. Before these
standards were initiated, previous work on the property, done by Aguanish
Uranium Inc., Noranda and Lacana Mining, was successful in locating and
partially exposing several potential target areas, including the Doran East
Centre target where three holes were drilled (1978) 14 feet apart with cores
returning values of 6.4, 6.4 and 9.2 Lbs. Per ton uranium (U3 O8).

Entourage made a down payment of $35,000 to acquire the option
and agreed to a work commitment of $200,000 of exploration in the first year of
the Doran Uranium Property agreement.

The Company expended $245,591 in exploration work on the
property in fiscal year 2005 and a Canadian NI 43-101 compliant report by Eric
Ostensoe (P. Geo,) was commissioned. In late February 2006, Mr. Ostensoe
completed his report and the Company posted the report on Sedar and Edgar (March
9, 2006) as well as the Company website.

Here are excerpts from that report:

The 2005 program commenced in mid-August when a crew of line
cutters prepared a grid of cleared, flagged and measured lines over the
principal target area [Main Zone} and similar although smaller grid on the
North target area. The latter grid is about 4 km north of the Main Zone.
Technical work, comprising geological mapping, geophysical surveys and an
extensive program of rock chip and bedrock channel sampling, followed during
September. Work crews included four

16

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experienced geologists and a technical school graduate
supplemented by local persons who assisted with transportation, sampling
operations and prospecting. Geotronics Surveys Ltd., of Surrey, BC provided a
two-person crew that in a one week period completed radiometric and magnetic
surveys of both grids. Mr. Ostensoe goes on to report:

At the Doran property, anomalous radioactivity is associated
with coarsely pegmatic phases of the granitic intrusions, and with nearby
portions of finer grain intrusions. No radioactive materials were identified in
the field. Areas of particular interest tended to be topographically prominent,
presumably due to their higher than average quartz content that caused them to
be somewhat more resistant to erosion by glaciation than were other formations.
Exceptions, including some strongly radioactive zones, were found (and in some
cases sampled) in lower lying areas. Dimensions of individual zones vary from a
few centimetres to tens of meters. The Main Zone and its related Dyke occurs
in an area with the dimensions of over 200 meters north-south and 75 meters
east-west. Mr. Ostensoe s N.I. 43-101 compliant report was presented to the
Company on February 24, 2006.

Mr. Ostensoe recommends that the Company drill targets on the
main zone and complete an extensive ground sampling and trenching on the North
Zone. An additional third zone farther to the north from the North Zone has been
identified and the radiometric survey completed by Terraquest indicates strong
uranium anomalies on this zone as well.

The Company will need to raise additional capital to complete
Mr. Ostensoes recommendations.

Competition

The mineral property exploration business, in general, is
intensively competitive and there is not any assurance that even if commercial
quantities of ore are discovered, a profitable market will exist for sale of
same. Numerous factors beyond our control may affect the marketability of any
substances discovered. These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of mineral and environmental
protection. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may make it difficult for us to receive an
adequate return on investment.

We will compete with many companies possessing greater
financial resources and technical facilities for the acquisition of mineral
concessions, claims, leases and other mineral interests as well as for the
recruitment and retention of qualified employees.

The mineral resources the Company is prospecting for in Nevada,
are essentially commodities in which we would expect to be a small producer with
an insignificant impact upon world production. As a result, production, if any,
would be readily sold and would likely to have no impact on world market prices.
Overall the recent up trend in the price of gold and silver, for which the
Company is prospecting in Nevada, has been of benefit to exploration mining
companies.

The Company is also prospecting for uranium in Saskatchewan and
Quebec. It is anticipated that uranium generated power will become more popular
in the decades to come as rising oil prices and political strife in the worlds
oil producing regions continue. In 2005, the annual spot volume of U3O8 reached
35 million pounds and production of uranium, if any, by the Company would have
no significant effect on the price of uranium.

17

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The market for diamonds, which the Companys Smeaton Lake
properties are prospective for, is primarily managed by cartel. However,
although the CSO (the Central Selling Organization) still distributes and
markets the majority of the world's rough production, the introduction of new
sources of rough (Australia, Russia, Canada, and parts of Africa) has
considerably changed the controlled single market system. Any production of
diamonds by the Company would likely have no measurable effect on the world
prices.

Regulations

The Company is subject to the various environmental and
business regulations of the jurisdictions in which it conducts mineral
exploration.

These regulations can be onerous and, in some cases, expensive
to comply with. In particular, the Company may be required to expend funds to
reclaim or restore land disturbed by mineral exploration.

It is possible that the Company may not be able to afford to
comply with various environmental and business regulations in the jurisdictions
in which it conducts mineral exploration and would, as a result, have to curtail
or cease operations and exploration.

The jurisdictions in which the Company is presently operating
are, in the Companys view, known as jurisdictions which are friendly to mining
activity and the Company believes that it can meet applicable regulatory
requirements.

Management & Employees

We do not have any employees other than our directors and
officers.

Our President and Chief Executive Officer, Gregory F. Kennedy,
devotes approximately 75% of his business time to our affairs. We have a
management agreement with Mr. Kennedy that was described in the Related Party
Transactions section of the Companys 2004 Annual Report and filed on EDGAR on
July 1, 2005.

Where necessary, we employ consultants, who in turn employ
labourers, to further exploration on our mineral resource properties.

Office Space

We utilize about 700 square feet of office space in Vancouver,
British Columbia. Our rent is approximately $1,700 per month.

4.C Organizational structure

Not applicable

4.D Property, plant and equipment

18

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Disclosure required of an extractive enterprise is contained in
part in Item 4, Part B above. As the Companys properties are not at an advanced
stage of exploration, no reserve estimates are made nor as of yet certain what
if any reserves will be on the properties.

The Finlayson Lake Properties

In November 2005 the Company informed the Finlayson property
owner, Yukon Zinc Ltd. (formerly Expatriate Resources), that Entourage Mining
Ltd. would abandon its search for emerald on the Finlayson Property and would
relinquish any further claims to the properties.

The Hatchet Lake Uranium Properties

The Hatchet Lake properties are located 30 kilometers north and
northeast of four known uranium deposits (Rabbit Lake, McLean Lake, Collins Bay
and Eagle Point) and consist of 16,949 hectares (41,864 acres) of prospective
uranium properties.

United Carina,
  a Saskatchewan based mineral exploration company, owns the Hatchet Lake Properties
  (TSX.V: UCA) and will be the operator of the project. The properties are accessible
  by improved gravel road from Highway 905 North in north central Saskatchewan.

Current State of Exploration

In September
  2005 the Company received word from United Carina that it had received favorable
  results from the 2005 boulder-sampling program on its uranium property situated
  along the eastern edge of the Athabasca basin, in the Wollaston Lake area of
  Northern Saskatchewan. The property is located approximately 30 kilometres north
  of major uranium production centres near the Rabbit Lake and McClean Lake mills
  and their associated high-grade unconformity uranium deposits.

The recent exploration program consisted of sampling Athabasca
sandstone boulders for geochemical analysis. Sandstone boulder geochemistry is
used to map regional variations in clay minerals and trace element levels to
detect hydrothermal alteration associated with unconformity-type uranium
mineralization. Important alteration signatures in this part of the Athabasca
basin are elevated proportions of illite and chlorite clays and above background
geochemistry for boron, lead, arsenic, molybdenum and uranium.

Previous work identified five areas requiring detailed
exploration. This summer's exploration program highlighted three areas (areas A,
G and a new area -- Le Drew) having anomalous sandstone boulder geochemistry
defining target areas for follow-up exploration.

Area A

Encouraging results were obtained south of Hatchet Lake in an
area west of Turkey Lake. Sandstone boulders were found exhibiting alteration
features and geochemistry common to all the unconformity-related deposits in the
eastern Athabasca basin.

Sandstone boulders found at one sample site have outstanding
visual alteration features, including gray pyritic sandstone, silicified
sandstone and a boulder with secondary hydrothermal hematite. Boulders in the
area have anomalous geochemistry, with boron values up to 26 parts per million
(median six

19

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parts per million), uranium values up to 0.67 part per million
(median 0.21 part per million), lead values up to 0.96 part per million (median
0.53 part per million) and arsenic values up to 0.5 part per million (median 0.2
part per million). The sandstone is moderately illitic.

Immediately up-ice from the site and within the overall
geochemical anomaly are two untested geophysical conductors. These conductors
occur 10 kilometres along strike of Areva's Moonlight zone, which has
intersections up to 1.76 per cent U per 1.5 metres.

Sandstone thickness in the area of the conductors is estimated
to be 50 metres.

Area G

Boulder sampling identified target area G along the eastern
edge of the Athabasca sandstone, south of Tromberg Bay. Geochemical values are
up to 0.31 part per million uranium (median 0.21 part per million), up to 31
parts per million boron (median six parts per million) and the sandstone is
strongly illitic. These values are associated with an untested geophysical
conductor.

Le Drew

Boulder sampling highlighted the Le Drew Lake area, near the
edge of the Athabasca sandstone. Previous work identified outstanding
radon-in-water (uranium pathfinder) anomalies. These were interpreted to
coincide with the junction of two major fault systems. The boulder sampling
confirms the presence of anomalous uranium values up to 0.89 part per million
(median 0.21 part per million) and anomalous lead up to 1.17 parts per million
(median 0.53 part per million). A weak, untested geophysical conductor is
closely associated with the anomalous boulders.

The boulder sampling program found several other areas weakly
anomalous in trace elements and these require more work. One of these is the
South Bear property, with uranium values up to 0.56 part per million (median
0.21 part per million), lead up to 2.83 parts per million (median 0.53 part per
million) and one sample with 0.4 molybdenum (median 0.05 part per million).

United Carina
  has informed the Company that a NI 43-101 geological report will be commissioned
  and forwarded to the Company upon completion.

In the fall of 2005, United Carina announced to the Company
that line cutting and trench sampling was completed on the property and that
drilling of targets was set to commence in late January or early February 2006;
however, actual drilling of the property did not commence until early March 2006
with a planned 10-hole program.

Unseasonably warm winter weather in north-central Saskatchewan
prevented the completion of the planned 10-hole drill program. The drill crew
encountered large cracks in the ice on one drill target and the crew determined
that further drilling was too dangerous. As such, the drill program was
shortened to the 4 holes that were completed and no further drilling will be
done until winter conditions return. The lack of roads and infrastructure and
the prohibitive cost of helicopter transport make summer drilling too expensive.

The four holes (two hole fences: C-01 & C-02, C-03 &
C-04) were drilled to depths of 78 to 102.7 meters to test two separate
geophysical conductors and one hole was abandoned at a depth of 31.1 meters

20

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on another conductor. A total of 376.7 meters were drilled
before spring like weather conditions were encountered. All four holes
intersected Athabasca sandstone underlain by faulted basement rocks. Secondary
hematite alteration accompanies the faulting and fracturing in all holes and in
hole C-04 there is weak radioactivity associated with the secondary hematite.
Analytical results indicate slightly elevated values for uranium, lead and
yttrium that are considered to be favorable indicators of a mineralized system
similar to that at the major deposits in the area.

Because of the drilling program delays the companies have begun
negotiations to extend the terms of the October 20, 2005 Mineral Property
Agreement. The terms of the renegotiated payment schedule will be announced once
finalized.

Hatchet Lake Claims: Location and Accessibility

The Hatchet Lake properties, situated in north central
Saskatchewan on the eastern edge of the Athatbasca basin, are located 30
kilometers north and northeast of four known uranium deposits (Rabbit Lake,
McLean Lake, Collins Bay and Eagle Point) and consist of 16,949 hectares (41,864
acres) of prospective uranium properties. The following table outlines the claim
blocks:

|Claim           | Number   | Area          | Status    
|--------------- | -------- | ------------- | ----------
|                |          |               |           
|Claim Block I   | S-107478 | 3231 hectares | Registered
|Claim Block II  | S-107479 | 5475 hectares | Registered
|Claim Block III | S-107480 | 5823 hectares | Registered
|Claim Block IV  | S-108049 | 2420 hectares | Registered

The Hatchet Lake claims are road accessible during the winter
months only or by helicopter or fixed wing floatplane in the summer months.

Black Warrior Project

The claim group is made up of 63 un-patented mining claims
owned 100% by Goodsprings Development Corporation and held by Goodsprings under
a mining lease from the Apex 76 Deep Mines Inc. The claims are located in
Section 29, 30, 31&32, T. 1 S., R. 39 E. in a prolific mining area called
the Walker Lane Belt (WLB). Entourage Mining Ltd. acquired the claims from
Goodsprings Development Corporation of Nevada.

The Walker Lane Belt is a composite of 9 structural blocks with
differing structural styles. The presence of abundant, faulted, volcanic cover
rocks of Late Cenozoic age across much of the WLB indicates that regardless of
style, faulting in all structural blocks is of the same age span, Late Cenozoic.
In the Silver Peak and Lone Mountain areas, a low-angle decollement surface
separates an extended upper plate of brittle deformed Proterozoic and Lower
Paleozoic rocks from penetratively deformed Precambrian sedimentary rocks and
plutonic rocks of various ages.

The Black Warrior project is a low-sulfidation, vein hosted
system with potential for discovery of bulk-tonnage Au-Ag, Cu-Pb-Zn
mineralization, high-grade Ag-Au veins and deep sediment-hosted gold
mineralization.

21

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In November 2004, the Company employed the services of James A
Turner, a professional geologist and a NI 43-101 qualified person to prepare a
NI 43-101 compliant report on the Black Warrior Project. This report may be
accessed at www.sedar.com under the Companys public documents dated February
18, 2005.

In February 2005, Entourage contracted the services of Zonge
Geosciences of Tucson Arizona to conduct a Controlled Source Magneto Telluric
Survey (CSAMT) of the Black Warrior Project in Esmeralda County Nevada. The
survey results were interpreted in report form by an independent geo-scientist,
Frank Fritz of Sparks Nevada. Mr. Fritz reported to the Company as follows:

The CSAMT survey appears to have defined a complex faulted
range front block of sediments that ends abruptly into a deep and unusual
alluvial filled basin to the northeast. The outcrop areas appear to be complexly
faulted by northwest structures that are, in turn, offset by a series of north
by northeast structures with considerable offsets.

The resistivities define at least eight rock units and two
areas of unusual responses, Target areas I and II. The first Target area appears
to fit the expected detachment fault structure mineralization type and may
reflect multiple detachment structures. The second Target does not fit the
typical geology of the area or the detachment target and may be a possible hot
springs system. Both of these possible target areas appear to be on a horst
block defined by two north northeasterly structures. The two Target areas are
recommended for drilling. Both can be tested, approximately along CSMT Line 5,
with angle holes. The interpreted Line 5 section is included below with expected
targets and recommended drill holes.

No additional geophysical work is recommended until the
current interpretation is evaluated with respect to the geology and tested by a
drilling program. After drilling, the geophysical interpretation should be
reevaluated to determine if other targets may exist. If additional property is
acquired additional CSMT may be useful in assessing the potential of these areas
and the relationship with the current survey area.

Current State of Exploration:

The Company received relevant tax material from the US Internal
Revenue Service for the Companys U.S. subsidiary in July of 2005 and drill
permit approval from the Bureau of Land Management was granted in August. The
Companys geologist, James A. Turner, in conjunction with Ken Brook, a Nevada
based consultant to the Company, determined that a 21drill hole program with 4
trenches should be conducted on targets identified by the Zonge survey.

Drilling commenced soon after Labor Day (September 6, 2005) and
the Company drilled more than 6,000 feet over 9 targets. The results of the
initial drilling did not determine the source of ground-sampled gold/silver
anomalies indicated in the National Instrument 43-101 report. With this in mind
the Company revised the original 21-target drill program and opted to drill and
additional three deeper drill holes on a section of the property outside of the
original area.

The Company released results of the three deeper holes in a
news release dated April 21, 2006. Anomalous gold values of less that one-half
gram of gold per ton were intersected over a length of 15 feet and further
drilling in this area is planned. The Company will require additional capital
resources

22

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in order to continue drilling the Black Warrior. To date the
Company has expended approximately USD $300,400 on exploration of the Black
Warrior property.

Black Warrior Claims: Location and Accessibility

The Black Warrior Property is situated in Esmeralda County,
Nevada about 80 km (50 miles) southwest of Goldfield. Goldfield, the county
seat, is 418 km (260 miles) southeast of Reno and 295 km (183 miles) northwest
of Las Vegas. Both Reno and Las Vegas have regularly scheduled commercial air
service. Silver Peak (population: 300) has been the center of mining activity
since the1860s. The village provides modest amenities including living
quarters, etc. There are no services in Silver Peak and most residents shop in
Tonapah. Silver Peak is suitable for housing a small workforce. The main
industry is the former Cyprus Foote Lithium salt operation.

The elevation on the property ranges from 4,960 feet on the
eastern border to 6,000 feet on the western boundary of the claims. Access is
via roughly 6 miles of unimproved dirt road and 2 miles of well-maintained
gravel road from Nevada paved highway 226.

The property lies in the south-central portion of the Walker
  Lane Belt (WLB), a tectonically 'disturbed zone' which marks the physio-graphic
  boundary between the predominantly NNE-trending ranges of Nevada in the central
  Great Basin and the NW trending blocks of the composite Sierra Nevada massif
  in eastern Califomia.

The table below summarizes the Black Warrior Project claims
blocks (additional ground has since been staked but not yet registered):

CLAIM NAME/ NUMBER
    AREA Ha
    TOWNSHIP
    RANGE
    SECTION
    LOCATION DATECP1
    8.36
    1S
    39E
    2,11CP2
    8.36
    40N
    51E
    2,11CP3
    8.36
    40N
    51E
    2CP4
    8.36
    40N
    51E
    2CP5
    8.36
    40N
    51E
    2CP6
    8.36
    40N
    51E
    2CP7
    8.36
    40N
    51E
    2CP8
    8.36
    40N
    51E
    2CP9
    8.36
    40N
    51E
    2CP10
    8.36
    40N
    51E
    2CP11
    8.36
    40N
    51E
    2CP12
    8.36
    40N
    51E
    2CP13
    8.36
    40N
    51E
    2CP14
    8.36
    40N
    51E
    2CP15
    8.36
    40N
    51E
    2CP16
    8.36
    40N
    51E
    2CP17
    8.36
    40N
    51E
    2CP18
    8.36
    40N
    51E
    2CP19
    8.36
    41N
    51E
    35CP20
    8.36
    41N
    51E
    35CP21
    8.36
    41N
    51E
    35CP22
    8.36
    41N
    51E
    35CP23
    8.36
    40N
    51E
    11CP24
    8.36
    40N
    51E
    11CP25
    8.36
    40N
    51E
    11CP26
    8.36
    40N
    51E
    11CP27
    8.36
    40N
    51E
    12CP28
    8.36
    40N
    51E
    12


23

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CP29
    8.36
    40N
    51E
    12CP30
    8.36
    40N
    51E
    12CP31
    8.36
    40N
    51E
    1,12CP32
    8.36
    40N
    51E
    1,12CP33
    8.36
    40N
    51E
    1CP34
    8.36
    40N
    51E
    1CP35
    8.36
    40N
    51E
    1CP36
    8.36
    40N
    51E
    1CP37
    8.36
    40N
    51E
    1CP38
    8.36
    40N
    51E
    1CP39
    8.36
    40N
    51E
    1CP40
    8.36
    40N
    51E
    1CP41
    8.36
    40N
    51E
    1CP42
    8.36
    40N
    51E
    1CP43
    8.36
    41N
    51E
    36CP44
    8.36
    41N
    51E
    36CP45
    8.36
    41N
    51E
    36CP46
    8.36
    41N
    51E
    36CP47
    8.36
    41N
    51E
    35,36CP48
    8.36
    41N
    51E
    36CP49
    8.36
    41N
    51E
    36,35CP50
    8.36
    41N
    51E
    36CP51
    8.36
    41N
    51E
    36,35CP52
    8.36
    41N
    51E
    36CP53
    8.36
    41N
    51E
    35,36,25,26CP54
    8.36
    41N
    51E
    25,36CP55
    8.36
    41N
    51E
    25,26CP56
    8.36
    41N
    51E
    25CP57
    8.36
    40N
    51E
    1CP58
    8.36
    40N
    51E
    1CP59
    8.36
    40N
    51E
    2CP60
    8.36
    40N
    51E
    2CP61
    8.36
    40N
    51E
    2CP62
    8.36
    40N
    51E
    2CP63
    8.36
    41N
    51E
    35CP64
    8.36
    41N
    51E
    35CP76
    8.36
    40N
    51E
    1,12CP77
    8.36
    40N
    51E
    1,12CP78
    8.36
    40N
    51E
    1,12


The Smeaton-Forte a la Corne Properties

The Smeaton/Forte a la Corne properties were acquired by way of
an option agreement between Entourage Mining Ltd. and 1010, a private
Saskatchewan company. The original claim blocks consisted on 1087 claims
encompassing approximately 1.5 million acres situated in the Smeaton, Forte a la
Corne, Candle Lake areas of central Saskatchewan.

Originally signed on October 20, 2005, the option agreement did
not come into full force until the Company completed its due diligence on the
properties in December 2005. The Company contracted the services of James
Turner, P. Geo and a qualified person as outlined in National Instrument
43-101, to complete the due diligence on behalf of the Company.

Mr. Turner visited the properties, reviewed the claims data
provided by 1010 and matched these data with the results of an airborne survey
completed on the properties by the previous optionee, CMKM. Upon completion of
Mr. Turners due diligence and in light of extensive land claim renewal fees on

24

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various claim blocks, the Company decided to renew claims that
were shown to have potential to host kimberlite material and allow claims with
little mineral potential to lapse.

At the present time, the Company holds approximately 670 of
these claims and claims with little or no mineral potential have been allowed to
lapse.

Target One: Anomaly C-Gpp

On January 3, 2006 the Company announced that drilling had
commenced on the first kimberlite target, known as target C-Gpp. On January 10,
2006 the Company announced that the Operator had intersected apparently
re-sedimented and primary kimberlitic breccia and magmatic rocks from 162.2
meters to 270.4 meters beneath overburden, glacial till and Cretaceous
sedimentary strata. The drill hole was stopped at 282.5 meters in sediments due
to difficult drilling conditions.

Two pieces of C-Gpp target core totaling 30 cm in length were
provided to the Company, and examined by independent consultant Harrison
Cookenboo (Ph.D., P.Geo), a Qualified Person as that term is defined in National
Instrument 43-101. Based on his preliminary petrographic examination, Dr
Cookenboo describes "both pieces of core are in most respects closely similar to
macrocrystic serpentine calcite kimberlite, but with some atypical features for
kimberlite sensu-stricto, and suggests that the examined samples are best
referred to as kimberlite or a closely related "kimberlitic" rock type with the
potential for carrying diamonds". Detailed evaluation of indicator mineral
chemistry, micro-diamond content, and geochemistry were undertaken to better
define the diamond potential of the kimberlitic rocks.

The results of caustic fusion on the core of C-Gpp were
analysed at the Saskatchewan Research Council faclities in Saskatoon. Results of
caustic fusion did not reveal any micro or macro diamonds although chromites, a
diamond indicator mineral, were found.

Target Two: Anomaly D-WJ-7

In late January 2006, drilling began to test magnetic anomaly
D-WJ-7, located 11.8km north east of magnetic anomaly C-Gpp-2. This hole was
completed at a depth of 288.6 meters where abnormal drilling conditions were
encountered. Kimberlite type rock was intersected in WD-4 from 194.1 meters to
281.3 meters. The core samples from this target have not been sent for caustic
fusion at this time. The Companys diamond consultant, Dr. Harrison Cookenboo,
has advised that if mico or macro diamonds were not found in core samples from
Target C-Gpp, then more extensive petrographic analysis of core from Target
D-WJ-7 should be completed before caustic fusion analysis work. The Company is
waiting the return of Dr. Cookenboo from an unrelated South American fieldtrip
before further petrographic analysis is completed on core from Anomaly D-WJ-7.
Further drilling on the Smeaton properties has been halted until drier
conditions prevail in central Saskatchewan and a NI 43-101 compliant report is
prepared.

In fiscal year 2005, the Company expended $200,630 on
exploration of the Smeaton/Forte a la Corne properties. The Company is obligated
to expend $2,500,000CDN by November 2010 on the Smeaton properties in order to
earn its 80% interest in the Smeaton/Forte a la Corne properties.

25

---

The Company has requested, from 1010 a complete compilation of
all previous data from the Smeaton claims so that a NI 43-101 compliant
technical report may be done on the properties. The Company will not resume work
on the properties until such a report has been written.

Smeaton Property: Location and Accessibility

Because of the large number of claims in the Smeaton Property
Agreement, these claims are included in this report as an appendix to this
report. The Smeaton claims are located in central Saskatchewan, Canada in an
area known for cold winters and hot dry summers. The area has paved highways and
gravel roads with abundant electricity transmission. Many of the claims are
situated on agricultural lands where access in the summer time may not be
available.

The Doran Uranium Property

The Doran Uranium Property consists of 44 contiguous mineral
claims (polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz
area. The claim block is centered at GPS 548009 E and 5572265 N.

The Doran property is located in the southeastern part of
Quebec, along the north shore of the Gulf of St. Lawrence, and about 25
kilometers west of Aguanish, approximately 85 kilometers east of Havre St.
Pierre. The property extends inland from the Gulf of St Lawrence a distance of
approximately 10 kilometers to the north.

The property is situated within the Costebelle Township, NTS
map sheet 12 L/08. Access to the property is by daily scheduled flights to
Natashquan-Aguanish, then by car from Aguanish to the Pashshibou River and to
the southern part of the property.

The topography of the property for the most part is rolling
hills having a maximum relief of 100 feet with elevation ranging from sea level
to 100 feet. All mineralized areas of interest are located comfortably above sea
and river levels. Any heavy equipment could very easily be driven from the road
to any of the mineralized zones.

In August 2005 the Company completed a line cutting, trenching
and geophysical survey of the property. Although only 25% of the property was
surveyed, several drill targets were identified and the Company commenced
drilling these targets in the early spring of 2006. Furthermore, the Company
contracted the services of Eric Ostensoe, P. Geo, and a qualified person as that
term is defined in NI 43-101, to prepare a NI 43-101 compliant technical report
on the property. The report will be completed before the 2006 drilling and
groundwork begins.

In a November 22, 2005 press release the Company quoted Mr.
Ostensoes preliminary report as follows:

 The Main Zone (now known as the M zone) grid of cleared,
measured and flagged lines comprised thirty-one 800 meter long lines, spaced 50
meters apart, (total length 24.8 km) and two end lines, each 1500 meters long,
that served as control measures. The North Zone grid included ten lines with
length 400-500 meters each (total length 5.15 km). Sufficient GPS observations
were recorded to enable accurate plotting of grids. Almost 200 rock and rock
chip samples were obtained as part of the recent work. These will, when
analyzed, enable a preliminary determination of the merits of the Doran

26

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property. The initial results of work in the field indicate
high ''counts per second`` scintillometer readings, indicative of concentrations
of radioactive mineralization. The areas of interest have large surface
dimensions and, if they can be shown to have vertical persistence, may have
important volumes of potentially mineable materials and thus have the potential,
with further work, to become high tonnage deposits with economically attractive
amounts of uranium.

The 2006 exploration activity on the Doran property began in
the middle of May 2006. We advanced to the project operator, On Track
Explorations Inc., $250,000 to commence drilling on the M Zone (formerly noted
as the Main Zone before the completion of an airborne survey) and to continue
line cutting and trench sampling of the northeast portion of the property and
the North zone.

On Track Explorations reported to the Company on June 6, 2006,
that 16 drill holes on the M zone were complete and that drill core samples
had been shipped to a qualified assay laboratory in Vancouver. A backlog of
drill core at this laboratory will cause a delay in assay results and these
results may be available in late June or early July.

Line-cutting and trenching of the northeast section of the
Doran property is underway at the time of this report. It is the intent of the
Company to drill test protions of the North zone and the northeast section of
the Doran property in late summer of 2006. Ground conditions in these areas are
mossy with muskeg and dry summer conditions allow greater access by land than in
early spring.

Exploration, including geological mapping, rock sampling,
trenching and shallow drilling on the Doran Uranium Deposit resulted in the
estimation of a historical uranium resource which requires verification to
conform to Canadian NI 43-101 geological reporting standards. Before these
standards were initiated, previous work on the property, done by Aguanish
Uranium Inc., Noranda and Lacana Mining, was successful in locating and
partially exposing several potential target areas, including the Doran East
Centre target where three holes were drilled 14 feet apart with cores returning
values of 6.4, 6.4 and 9.2 Lbs. Per ton U3 O8.

Entourage has made two property payments of $35,000 and issued
two tranches of 125,000 shares of the Companys stock to Fayz Yacoub, the
property vendor, and expended approximately $225,000 of exploration in the first
year of the Doran Uranium Property agreement. As mentioned, we have advanced
$250,000 to the Operator for exploration on the property in 2006. The Companys
work commitment in the first two years is $500,000. The Operator of the project,
On Track Explorations Inc., completed a 13 hole drill program on the south
section of the property known as the M Zone and preliminary indications are
that radioactive pegmatites were encountered in all 13 of the drill holes.

Line cutting and trench sampling on the northeast sector of the
property is presently underway. A backlog of drill core at the qualified assay
laboratory used by the Company has caused delays in the dissemination of drill
results from the drill program. Results are expected in early July 2006.

Current State of Exploration

Mr. Eric Ostensoe, P. Geo., the Companys qualified person,
presented a 43-101 compliant report on the Doran property to the Company on
February 24, 2006. As well, in March the Company was presented with an
Interpretation & Evaluation of an Airborne Magnetic & Radiometric
Survey completed on the property in the fall of 2005 and written by Strategex
Ltd., an internationally

27

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recognized geophysical consulting firm based in Toronto. The
results of the latter report, which was written in conjunction with the adjacent
property holders, Starfire Minerals Inc., interpreted five magnetic domains
(anomalous zones), three of which were previously unknown. As well, the
Strategex report notes 19 significant U (uranium) anomalies have been
identified on or adjacent to the Doran claims. Of these, six U zones located on
the claims are rated as higher (E-2, 4, 5, 8,12 &16), and an additional
priority target (E-1) is located close to the NE corner of the claim block.

The Company advanced $250,000 to complete the 16-hole drill
program and to initiate groundwork on the northeast priority target (E-1). Drill
results are pending while groundwork to the northeast continues. We have
expended $480,000 CDN on the Doran project to date.

Doran Property: Location and Accessibility

The property extends inland from the Gulf of St Lawrence a
distance of approximately 10 kilometers to the north. The property is situated
within the Costebelle Township, NTS mapsheet 12 L/08. Access to the property is
by daily scheduled flights to Natashquan-Aguanish, then by car from Aguanish to
the Pashshibou River and to the southern part of the property.

The topography of the property for the most part is rolling hills
  having a maximum relief of 100 feet with elevation ranging from sea level to
  100 feet. All mineralized areas of interest are located comfortably above sea
  and river levels. Any heavy equipment could very easily be driven from the road
  to any of the mineralized zones.

The climate around the property area is characterized by long
winters, generally extending from late October until mid-April.

The Doran claim block consists of 44 contiguous mineral claims
(polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz area.
The claim block is centered at GPS 548009 E and 5572265 N. Pertinent claim data
is as follows:

Title #
    Row
    Column
    Surface Area (ha)CDC 0048705
    05
    20
    55.01CDC 0048706
    05
    21
    55.01CDC 0048707
    05
    22
    55.01CDC 0048708
    05
    23
    55.01CDC 0048709
    06
    20
    55.00CDC 0048710
    06
    23
    55.00CDC 0048711
    07
    20
    54.99CDC 0048712
    10
    24
    54.96CDC 0048713
    11
    21
    54.95CDC 0048714
    11
    24
    54.95CDC 0048715
    14
    22
    54.92CDC 0048716
    14
    23
    54.92CDC 0048651
    07
    22
    54.99CDC 0048652
    07
    23
    54.99CDC 0048653
    08
    22
    54.98CDC 0048654
    08
    23
    54.98CDC 0048655
    09
    22
    54.97CDC 0048656
    09
    23
    54.97CDC 0048657
    10
    22
    54.06CDC 0048658
    10
    23
    54.96CDC 0048659
    11
    22
    54.95CDC 0048660
    11
    23
    54.95


28

---

CDC 0048661
    12
    22
    54.94CDC 0048662
    12
    23
    54.94CDC 0048663
    13
    22
    54.93CDC 0048664
    13
    23
    54.93CDC 0048665
    06
    21
    55.00CDC 0048666
    06
    22
    55.00CDC 0048667
    07
    21
    54.99CDC 0064114
    08
    20
    54.98CDC 0064115
    08
    21
    54.98CDC 0064116
    09
    20
    54.97CDC 0064117
    09
    21
    54.97CDC 0064118
    10
    21
    54.96CDC 0064119
    12
    21
    54.94CDC 0064120
    12
    24
    54.94CDC 0064121
    13
    21
    54.93CDC 0064122
    13
    24
    54.93CDC 0064123
    14
    21
    54.92CDC 0064124
    14
    24
    54.92CDC 0064125
    15
    21
    54.91CDC 0064126
    15
    22
    54.92CDC 0064127
    15
    23
    54.92CDC 0064128
    15
    24
    54.92


ITEM
5.           OPERATING AND
FINANCIAL REVIEW AND PROSPECTS

5.A Operating results

Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an on-going business for
the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the properties.
That cash must be raised from other sources. Our only other source for cash at
this time is investments by others in Entourage Mining Ltd. We must raise cash
to implement our project and stay in business. Even if we raise money, we do not
know how long the money will last. It depends upon the amount of exploration we
conduct and the cost thereof. We wont know that information until we begin
exploring our properties. We will not be able to complete the exploration of our
properties until we raise money.

If we find mineralized material and it is economically feasible
to remove the mineralized material, we will attempt to raise additional money
through a subsequent private placement, public offering or through loans. If we
do not raise all of the money we need, we will have to find alternative sources
of funding, like a public offering, a private placement of securities, or loans
from our officers or others.

Our exploration program is explained in as much detail as
possible in the business section of this registration statement. We are not
going to buy or sell any plant or significant equipment during the next twelve
months. We will not buy any equipment until we have located a body of minerals
and we have determined they are economical to extract from the land. We do not
intend to interest other companies in the properties if we find mineralized
materials. We intend to try to develop the reserves ourselves.

29

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During the period ending December 31, 2005, the Company spent
$632,134 in exploration activities and paid or accrued $8,978,214 in option
payments. During the year ended December 31, 2004, the Company incurred
exploration costs of $178,678 and paid or accrued $118,788 in option
payments.

The Companys loss before taxes (as well as operating expenses)
for the year ended December 31, 2005 (fiscal 2005) totaled $10,088,960 (net
loss after tax being $10,068,841) or $(0.57) per share compared to $958,822
(net loss after tax being $956,446) or $(0.06) per share for the year
ended December 31, 2004 (fiscal 2004). The significant increase in loss in
fiscal 2005 versus fiscal 2004 was mainly because during fiscal 2005 the Company
booked an obligation to issue a total of 48,888,888 shares of common stock at a
deemed cost of $8,638,667 for acquisition of properties. Office and sundry
expenses were $58,039 as compared to $67,983 during fiscal 2004. Also, during
fiscal 2005 the consulting expenses were $42,762 compared to $33,713 for fiscal
2004 (reflecting increased overall business activity with additional payments to
geological consultants), professional fees were $81,401 during fiscal 2005
compared to $28,622 for fiscal 2004 (reflecting continuing increases in
accounting and legal fees affecting small venture companies as well as legal
costs associated with the acquisition of a number of properties), promotion and
travel expenses were $43,763 in fiscal 2005 compared to $66,579 in fiscal 2004
(reflecting less travel undertaken by the Companys management) and stock based
compensation was $163,400 as compared to $421,000 in fiscal 2004.

5.B Liquidity and capital resources

As of the date of this report, we have yet to generate any
revenues from our business operations.

On February 5, 2004, the Company completed a private placement
for 889,500 units, comprised of one common share and one common share purchase
warrant, at a price of $0.22 per unit, plus 108,000 flow-through common shares
at a price of $0.22 per share, for total consideration of $219,450.

On June 8, 2004, the Company completed a private placement for
698,000 units, comprised of one common share and one common share purchase
warrant, at a price of $0.404 (US$0.30) per unit, for total consideration of
$282,331.

On December 31, 2004 the Company completed a private placement
for 2,815,500 units, comprised of one common shares and one common share
purchase warrant, at a price of $0.18 (US$0.15) per share, for total
consideration of $510,876. In addition the Company issued 132,000 common shares
paid as a finders fee in connection with the placement.

On September 22, 2005, the Company completed a private
placement of the Company's shares, consisting of 550,000 non-flow-through units,
at U.S. $0.15 per unit. Each unit consisted of one common share and one common
share purchase warrant entitling the holder to buy one additional share, at U.S.
$0.25 per share, for a period of one year. The financing also consisted of
295,000 flow-through shares, at U.S. $0.25 per share (without warrant). The
private placement resulted in cash proceeds to the Company of U.S. $82,500.

On October 7, 2005 the Company completed a private placement of
1,275,000 units of the Company's share capital, at U.S. $0.11 per unit. Each
unit consisted of one common share and one non-transferable share purchase
warrant. Each warrant enables the holder to purchase an additional share, at

30

---

U.S. $0.25 each, for a period of two years. The Company
received proceeds of $140,250 (U.S.) from this private placement.

On November 17, 2005 the Company completed a private placement,
consisting of 5,333,334 units of the Company's share capital. Each unit
consisted of one common share and one share purchase warrant, each warrant
entitling the holder to purchase an additional share for two years, at an
exercise price of U.S. $0.25 per share. A finder's fee of 200,000 shares (6%)
was paid to a private individual on a portion of the private placement. The
grant date fair value of these warrants has been included in share capital on a
net basis and accordingly has not been recorded as a separate component of
stockholders equity.

During the year ended December 31, 2005, 250,000 shares were
issued at U.S. $0.15 per share pursuant to exercise of stock options, for
proceeds of $44,147, and 50,000 shares were issued at $0.30 per share, for
proceeds of $15,000 pursuant to exercise of warrants.

On December 31, 2005, the Company had $479,581 in cash compared
to having $433,617 on December 31, 2004. On December 31, 2005, the Company had a
positive working capital surplus of $323,563 as compared to a positive working
capital position of $138,453 on December 31, 2004.

Subsequent to December 31, 2005, the Company issued 110,000
shares at U.S. $0.15 per share pursuant to exercise of stock options and issued
744,500 shares at $0.30 per share pursuant to the exercise of warrants. The
Company received a total of $294,220 for these share issuances.

As of the date of this Annual Report, the Company has
approximately only $60,000 in positive working capital. As a result, it is
unable to undertake significant work programs and exploration on its mineral
properties without first raising further financing.

5.C Research and development, patents and licenses, etc.

Our methods of exploration, development and extraction are not
unique to our Company but are common in our industry.

We do not rely on patents, technological licenses or
intellectual property licenses in our operations.

We did not have any research and development expenditures in
the year ended December 31, 2005.

5.D Trend information

Our Black Warrior project is prospective for gold and copper.

The overall trend for mineral resources, and in particular for
the gold and copper that the Companys properties are prospective for, has been
upwards in price for the last two to three years although some stabilization and
leveling of prices has occurred in both commodities in the last six months.

We cannot predict with certainty where the price of copper or
gold will move.

31

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Both the market for copper and the market for gold are
homogeneous, integrated commodities markets with a large number of both
suppliers and buyers. The market is not one that is particularly susceptible to
the influence of one or more large suppliers or buyers.

Our Hatchet Lake and Doran mineral properties are prospective
for uranium.

There are fewer producers of uranium in the world than there
are for copper and gold. The market for uranium is a homogeneous, integrated
commodities market. The market is not one that is particularly susceptible to
the influence of one or more large suppliers or buyers. The world average grade
from producing uranium mines is 0.15 per cent U3O8, with spot uranium prices
having risen from a cyclical low of US$7.10 (U.S.) per pound in late 2000 to
US$45/lb. on June 19, 2006.

5.E Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on the Companys
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.

5.F Tabular disclosure of contractual obligations

Not Applicable.

ITEM
6.           DIRECTORS, SENIOR
MANAGEMENT AND EMPLOYEES

6.A Directors and senior management

The following is a list of the current directors and senior
officers of the Company, their municipalities of residence, their current
position with the Company and their principal occupations:

|Name of Director    | Age | Principal Occupation                                                    
|------------------- | --- | ------------------------------------------------------------------------
|                    |     |                                                                         
|Gregory F. Kennedy  | 56  | President of the Company                                                
|President, Director |     |                                                                         
|Victoria, BC        |     |                                                                         
|                    |     |                                                                         
|Dr. Paul Shatzko    | 71  | Director of several companies                                           
|Director, Chairman  |     |                                                                         
|Langley, BC         |     |                                                                         
|                    |     |                                                                         
|Michael B. Hart     | 57  | Director, Secretary                                                     
|Director, Secretary |     | Management Consultant and President of Hart-Byrne
      Enterprises Ltd.
|Roberts Creek, BC   |     |                                                                         
|                    |     |                                                                         
|Corey Klassen       | 35  | Director                                                                
|Calgary, AB         |     | Mortgage Broker, Wells Fargo Financial                                  
|                    |     |                                                                         
|Executive Officers: |     |                                                                         

32

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|Name of Officer    | Age | Office                            
|------------------ | --- | ----------------------------------
|                   |     |                                   
|Gregory F. Kennedy | 56  | President, Chief Executive Officer
|Michael B. Hart    | 57  | Secretary                         
|Pradeep Varshney   | 49  | Chief Financial Officer           

Our directors hold office until our next annual meeting of
shareholders and until their successors have been elected and qualified. Our
officers are elected by our board of directors at our annual meeting after each
of our annual meetings of shareholders and hold office until their death, or
until they resign or have been removed from office.

The following describes the business experience of our
directors and executive officers, including other directorships held in
reporting companies:

Gregory F. Kennedy  Director, President and Chief
Executive Office

At our annual general meeting in April 2004, Mr. Kennedy was
appointed as President of the Company. Since May 2003, Greg Kennedy has been a
director of the Company. Since July 2001, Mr. Kennedy has been the Vice
President of Operations and since July 2002, a Director of ABA.T.V, formerly
Fountain House Holdings located in Vancouver, British Columbia. ABA.H.V. is a
shell corporation with no business purpose other than to merge with or acquire
another corporation. ABA.T.V is listed for trading on the TSX Venture Exchange
under the symbol ABA.H. Since November 2002, Mr. Kennedy was the President and a
Director of Digital Capital.com, Inc., a Delaware corporation, located in
Squamish, British Columbia. Digital Capital.com, Inc., was a blank check
corporation with no business purpose other than to merge with or acquire another
corporation. Digital Capital.com, Inc. did not merge with any entity and the
company ceased to exist in 2004. Due to a medical condition, from December 2000
to July 2001, Mr. Kennedy was not employed and furnished limited consulting
services as an independent contractor. From November 1998 to December 2000, Mr.
Kennedy was Marketing Director of Titan Trading Analytics Inc. located in
Vancouver, British Columbia. Titan Trading is a purveyor of computer software
designed for the securities and investment community. From January 1991 to
November 1998, Mr. Kennedy was a stockbroker with McDermid St. Lawrence
Securities, now Raymond James Canada, located in Vancouver, British Columbia.

Dr. Paul Shatzko  Director and Chairman

Dr. Shatzko is a retired radiologist and self employed
businessman; he is a director of several public companies and a director of
Entourage Mining Ltd. since July 31, 2004.

Michael B. Hart - Director and Corporate Secretary

Mr. Hart has worked in the financial markets sector with a
number of large financial institutions between 1983 and 1990 where he acted as
an account executive and financial consultant. From 1990-1995, Mr. Hart
fulfilled the responsibilities of business and sales manager within the
automotive industry. Subsequent to 1995, Mr. Hart worked with an
investment-banking group that was responsible for taking projects from start up
to the public markets and has had experience with public companies in the oil
and gas industry. Currently, Mr. Hart is President of Hart-Byrne Enterprises
Ltd. a private

33

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British Columbia company and is a member of the Board of
Directors of AMG Oil Ltd. and Durum Consolidated Energy. Mr. Hart is a Member of
the Board and the Corporate Secretary for Entourage Mining Ltd.

Corey Klassen- Director

Mr. Klassen, a Calgary resident, was an economics major at the
University of Saskatchewan and predominantly focusing on Business Development
Management for major Canadian Financial Institutions and Mortgage Brokering
firms for the past 10 years has an extensive background in mortgage and
financial lending. To add, Mr. Klassen is also an Instructor for the mandatory
Mortgage Brokering Scholastic Courses and an active member in those governing
bodies including the Mortgage Brokers Association of British Columbia (MBABC),
The Alberta Mortgage Brokers Association (AMBA), and The Canadian Institute of
Mortgage Brokers and Lenders(CIMBL). The Company is pleased to be able to draw
upon Coreys financial expertise in future financings.

Pradeep Varshney, Chief Financial Officer

Pradeep Varshney is a Certified General Accountant. In
addition, he has an MBA from the University of Western Ontario, and an MS
(Chemical Engineering) from the University of New Hampshire, USA. Mr. Varshney
has been involved with public companies for the last 12 years. He is currently
the CFO of Gee-Ten Ventures Inc. as well. He was formerly the CFO of Mountain
Province Diamonds Inc.

6.B Compensation of Directors

We are required, under applicable securities legislation in
Canada, to disclose to our shareholders details of compensation paid to our
directors. The following fairly reflects all material information regarding
compensation paid to our directors in our fiscal year ended December 31, 2005.

Summary Compensation Table

NAME ANDPRINCIPALPOSITION
    YEAR
    ANNUAL
      COMPENSATION
    LONG-TERM
      COMPENSATIONSalary($)
    Bonus($)
    Other
      AnnualCompensation($)1
    Awards
    LTIPpayouts($)
    All OtherCompensation($)2RestrictedStockAwards($)
    SecuritiesUnderlyingOptions/SARs(#)Gregory F.Kennedy,President,ChiefExecutiveOfficer &Director
    2005
    Nil
    Nil
    60,0003
    Nil
    100,000
    Nil
    NilMichael Hart,Secretary&Director
    2005
    Nil
    Nil
    Nil
    Nil
    75,000
    Nil
    NilPaul Shatzko,Chairman &Director
    2005
    Nil
    Nil
    14,8544
    Nil
    600,000
    Nil
    NilCoreyClassen,Director
    2005
    Nil
    Nil
    Nil
    Nil
    200,000
    Nil
    Nil


34

---

1 The value of perquisites and benefits, if any, for each
Named Executive Officer was less than the lesser of $50,000 and 10% of the total
annual salary and bonus 2 For further details, refer to the heading "Related
party transactions" below 3 Paid or accrued as a payable for management fees
of which $48,750 remained payable as of December 31, 2005 4 Paid or accrued
as a payable for management fees of which $5,000 remained payable as of December
31, 2005

6.C Board practices

The directors hold office until the next annual general meeting
of the shareholders at which time they may stand for re-election. We are
required to hold an annual general meeting once in every calendar year and not
longer than thirteen months from the last annual general meeting.

We are a party to a management contract with Gregory F.
Kennedy. No other directors have service contracts with us, nor are they
entitled to any termination benefits.

There are no service contracts with the Company for the
directors providing for benefits upon termination of their service.

The Company does not have an executive committee.

Our audit committee is comprised of Gregory F. Kennedy, Dr.
Paul Shatzko and Michael Hart. Members of audit committee oversee our accounting
and financial reporting process and the audits of our financial statements. The
audit committee also receives and addresses complaints regarding accounting,
internal controls, and auditing issues. No complaints have been received by us
as of the date hereof. Further, the audit committee provides protection for
whistle blowers. Again, no whistle blowing issues have presented themselves to
us as of the date hereof. The audit committee functions in a collective manner
with respect to all issues that come before it.

6.D Employees

We have no employees other than our officers and directors.
When we engage in exploration of our resource properties, we use geological
consultants and contract labor to support them.

6.E Share ownership

35

---

Our directors and officers own beneficially the following
shares as of the date of this annual report:

Name
    Number of Shares Owned
    Percentage of Outstanding
      Common SharesGregory F. Kennedy
    7,500
    0%Paul Shatzko
    733,000
    <1%Michael Hart
    0
    0%Pradeep Varshney
    22,000
    0%


The above percentages are based on the number of common shares
issued and outstanding in our capital stock as of the date of this annual
report, which are 74,560,227.

The following incentive stock options are outstanding to our
directors and officers:

Name
    Shares that may be Purchased Upon
      Exercise of Option
    Exercise Price
    Expiry DateGregory F. Kennedy
    470,000/1,000,000
    $0.15/$0.40
    February 9, 2009Michael Hart
    100,000/500,000
    $0.15/$0.40
    February 9, 2009PradeepVarshney
    0/500,000
    $0.15/$0.40
    February 9, 2009Paul Shatzko
    600,000/1,000,000
    $0.15/$0.40
    February 9, 2009Corey Klassen
    200,000/500,000
    $0.15/$0.40
    February 9, 2009


The Company has an incentive stock option plan. This Stock
Option Plan provides for equity participation in the Company by its directors,
officers, employees and consultants through the acquisition of common shares
pursuant to the grant of options to purchase common shares. The exercise price
for options granted under the Stock Option Plan is determined by the closing
trading price on the day immediately preceding the date of grant or such other
price as the Directors, in their discretion, may determine. The Company has
reserved and authorized 7,200,000 shares for issuance under the Stock Option
Plan.

Options will be exercisable for a term of up to five years,
subject to earlier termination in the event of death or the optionees cessation
of services to the Company; and options granted under the stock option plan are
non-assignable, except by will or the laws of descent and distribution.

ITEM
7.**MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A Major shareholders

---

As used in this section, the term "beneficial ownership" with
respect to a security is defined by Regulation 228.403 under the Securities
Exchange Act of 1934, as amended, as consisting of: (1) any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares voting power (which includes the power to vote, or to
direct the voting of such security) or investment power (which includes the
power to dispose, or to direct the disposition of, such security); and (2) any
person who, directly or indirectly, creates or uses a trust, proxy, power of
attorney, pooling arrangement or any other contract, arrangement or device with
the purpose or effect of divesting such person of beneficial ownership of a
security or preventing the vesting of such beneficial ownership.

As of the date of this annual report, there are 74,560,227
common shares issued and outstanding in our capital stock. We are authorized to
issue an unlimited number of common shares and preferred shares. We have not
issued any preferred shares since our incorporation.

As of the date of this annual report, the following persons
known to us were the beneficial owner of more than five percent of our
outstanding common shares:

Name
    Number of Shares
    Percentage of Total101047025 Saskatchewan Ltd
    3,888,888
    5.2%CMKM Diamonds Inc. (Shareholders)*
    45,000,000
    60%


*The Company issued 45,000,000 shares to CMKM Diamonds Inc. in
consideration for the Smeaton (30,000,000 shares) and Hatchet Lake (15,000,000),
Saskatchewan properties. In the Companys filings dated November 25, 2005 and
titled Material Change Report, the terms of the stock issuance are described
in section 4 of the Mineral Property Agreements. These agreements state that the
45,000,000 shares are to be distributed to the shareholders of CMKM Diamonds
Inc. These shares have not been distributed at the time of this report and there
is no indication when or if this distribution may occur. The stock is in escrow
with a group calling itself the CMKM Task Force.

Of our 98 registered shareholders, 78 are Canadian residents
and 20 are United States residents.

Each of our issued common shares entitles the holder to one
vote in general meeting. There are no disproportionate or weighted voting
privileges.

We are not controlled directly or indirectly by any other
corporation or any other foreign government or by any other natural or legal
person, severally or jointly.

There are no arrangements the operation of which at a
subsequent date may result in a change in our control.

Our trust and transfer agent is Computershare Trust Company of
  Canada, which is located at 4th Floor  510 Burrard Street,
  Vancouver, British Columbia, Canada V6C 3B9.

7.B Related party transactions

Fiscal Year Ended December 31, 2003:

37

---

The Company owed a company controlled by its former President,
Ernest Peters, a totalof $100,000 for management services (including provision
of offices and office equipment). These funds were owing from previous years
outstanding amounts and no new amounts were accrued to this company.

The Company also owed Ernest Peters personally $49,735 for
management fees, being the $9,167 outstanding from the fiscal year ending
December 31, 2002 plus additional amounts accrued during the fiscal year ending
December 31, 2003.

Fiscal Year Ended December 31, 2005 versus Fiscal Year Ended
December 31, 2004:

Amounts payable to related parties as of December 31, 2005 of
$53,750 (2004 - $196,777) is owing to directors and former directors and to
companies controlled by the former directors for consulting fees and for
expenses paid on behalf of the Company.

During the year ended December 31, 2005 the Company incurred
$72,500 in management fees to two of its officers. In 2004 the Company incurred
$35,000 to one officer.

During the year ended December 31, 2005 the Company incurred
$12,854 in management fees to another of its officers (2004  $1,300).

The above transactions have been in the normal course of
operations and, in managements opinion, undertaken with the same terms and
conditions as transactions with unrelated parties.

C. **Interests of experts and counsel

Our principal accountants, experts and legal counsel have no
interest in our shareholdings. The other items of this instruction are not
applicable to Annual Filings on Form 20F.

ITEM
8. **FINANCIAL INFORMATION

8.A**
Consolidated Statements and other Financial Information

The following financial statements for the year ended December
31, 2005 with comparatives for December 31, 2004, have been audited by an
independent auditor, are accompanied by an audit report and are attached and
incorporated herein:

|(a) | balance sheet;                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | income statement;                                                                                                                                              
|(c) | statement showing changes in equity;                                                                                                                           
|(d) | cash flow statement;                                                                                                                                           
|(e) | related notes and schedules required by the comprehensive
      body of accounting standards pursuant to which the financial statements
      are prepared; and
|(f) | a note analyzing the changes in each caption of
      shareholders equity presented in the balance
sheet.                                                     

38

---

Incorporated herewith are the comparative financial statements
covering the latest two financial years, audited in accordance with a
comprehensive body of auditing standards.

Export Sales

The Company had no export sales in its latest financial year
ended December 31, 2005 and, as a result, the percentage of export sales for the
Company was zero.

Legal Proceedings

There are no material pending legal proceedings to which the
Company is a party or of which any of its properties are subject. Management is
not aware of any material proceedings in which any director, any member of
management or any of the Companys affiliates are a party adverse to, or have a
material interest advserse to, the Company.

Dividend Policy

The Company has not paid dividends on the common shares in any
of its last five fiscal years. The directors of the Company will determine if
and when dividends should be declared and paid in the future based on the
Companys financial position at the relevant time. All of the common shares of
the Company are entitled to an equal shares in any dividends declared and paid.

8.B **Significant Changes

There have been no significant changes, as that term is defined
in the rules and policies governing the use of the Form 20F, since the date of
the audited financial statements included herein.

ITEM
9. **THE
OFFER AND LISTING

A. **Offer and listing details

Our shares commenced trading on February 2, 2004 on the
Over-the-Counter Bulletin Board in the United States under the symbol ETGMF.

The following table sets forth the high and low closing prices
in US funds of our common shares traded:

|Annual Periods                              | High  | Low   
|------------------------------------------- | ----- | ------
|                                            |       |       
|February 2, 2004 to December
      31, 2004 | $0.50 | $0.083
|January 1, 2005 to December 31, 2005        | $0.70 | $0.10 

Quarterly Periods

39

---

|February 2004 to March 2004   | $0.45  | $0.10 
|----------------------------- | ------ | ------
|April 2004 to June 2004       | $0.50  | $0.30 
|July 2004 to September 2004   | $0.43  | $0.125
|October 2004 to December 2004 | $0.20  | $0.083
|January 2005 to March 2005    | $0.30  | $0.18 
|April 2005 to June 2005       | $0.45  | $0.17 
|July 2005 to September 2005   | $0.24  | $0.12 
|October 2005 to December 2005 | $0.70  | $0.10 
|                              |        |       
|Monthly Periods               |        |       
|                              |        |       
|December 2004                 | $0.20  | $0.165
|January 2005                  | $0.30  | $0.20 
|February 2005                 | $0.22  | $0.18 
|March 2005                    | $0.34  | $0.22 
|April 2005                    | $0.51  | $0.25 
|May 2005                      | $0.30  | $0.18 
|June 2005                     | $0.242 | $0.16 
|July 2005                     | $0.24  | $0.17 
|August 2005                   | $0.22  | $0.17 
|September 2005                | $0.18  | $0.12 
|October 2005                  | $0.70  | $0.10 
|November 2005                 | $0.50  | $0.16 
|December 2005                 | $0.17  | $0.29 
|January 2006                  | $0.54  | $0.29 
|February 2006                 | $0.48  | $0.37 
|March 2006                    | $0.43  | $0.33 
|April 2006                    | $0.43  | $0.23 
|May 2006                      | $0.40  | $0.23 

9.B **Plan of distribution

Not applicable

9.C **Markets

Our shares commenced trading on February 2nd, 2004
on the Over-the-Counter Bulletin Board in the United States under the symbol
ETGMF, however, a lack of liquidity may make it difficult to resell shares

There are no plans, proposals, arrangements or understandings
with any person with regard to the development of a trading market in any of our
securities.

9.D **Selling shareholders

40

---

Not applicable

9.E **Dilution

Not applicable

9.F**
Expenses of the issue

Not applicable

ITEM
10. **ADDITIONAL INFORMATION

10.A **Share Capital

Not Applicable.

10.B **Memorandum and articles of association

We have no bylaws. Under British Columbia law, we have Articles
of Incorporation, as follows:

| | 1. | Our Memorandum and Articles of Incorporation do not limit
      in any manner our business purpose. As such, no provision relating to the
      same is contained in the Memorandum or Articles of
Incorporation.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                  
| | 2. | Directors                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                  
| |    | a.                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                  
| |    | b.                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                  
| |    | c.                                                                                                                                                                                                               

41

---

| |    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | There are no provisions for retirement or non-retirement
      of directors under an age limit requirement.                                                                                                                                                                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| |    | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | There is no number of shares that must be owned for
      director's qualification.                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| | 3. | Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| |    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The board of directors may from time-to-time declare and
      authorize payment of dividends. No dividend will be paid otherwise than
      out of funds and/or assets properly available therefore. There is no time
      limit after which dividend entitlement lapses.                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| |    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Each shareholder shall have one vote for each share of
      common stock owned by him. At each annual meeting the entire board of
      directors retire and shareholders shall elect an new board of directors.
      There are no staggered intervals and cumulative voting is not provided
      for.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| |    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Shareholders do not have the right to share in our
      profits.                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| |    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Shareholders are entitled to share in any surplus upon
      liquidation, after the payment of all creditors and superior equity
      securities.                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| |    | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | We may redeem any of our shares at the price and on the
      terms as determined by our board of directors.                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| |    | f.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | There are no sinking fund provisions.                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| |    | g.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Shareholders are not liable for further capital
    calls.                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| |    | h.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | There are no provisions discriminating against any
      existing or prospective holder of common stock as a result of a
      shareholder owning a substantial number of shares of common
  stock.                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| | 4. | No alteration shall be valid as to any outstanding shares
      unless the holders of the shares consent thereto or by a resolution passed
      by 3/4s of the outstanding shares.                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| | 5. | The annual general meeting of shareholders is called by
      written notice mailed by the board of directors to each shareholder of
      record. A quorum shall be a least two persons represented at the meeting
      either in person or by proxy. Extraordinary (special) general meetings are
      called by written notice mailed by the board of directors to each
      shareholder of record. The quorum remains the same for Extraordinary
      Meetings. There are no conditions of admission to the meetings.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                          
| | 6. | There are no limitations on the rights to own securities,
      including the rights of non-resident or foreign shareholders to hold or
      exercise voting rights on the                                                                                                                                                                                                                                                                                                                                                  

42

---

| |     | securities, imposed by the laws of British Columbia, or
      our articles or other constituent document.                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                              
| | 7.  | There are no provisions in our articles that would have
      an effect of delaying, deferring or preventing a change in our control and
      that would operate only with respect to any merger, acquisition or
      corporate restructuring involving us.
| |     |                                                                                                                                                                                                                                                              
| | 8.  | There are no provisions in our articles that require the
      disclosure of shareholder ownership.                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                              
| | 9.  | The law applicable to us is not significantly different
      from that in the host country.                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                              
| | 10. | The conditions imposed by the articles governing changes
      in the capital are not more stringent than is required by
  law.                                                                                                                              

10.C **Material contracts

There are no material contracts except as discussed in this
Annual Report and except as entered into in the ordinary course of business. The
following material contracts referred to in this Annual Report may be inspected
at our offices during normal business hours.

| | 1. | Agreement dated March 17, 2003, between the Company and
      the YK Group (referenced by way of the Companys 20-F filing dated June 6,
      2003), and                                                                                                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                            
| | 2. | Agreement dated June 1, 2004 between the Company and
      Goodsprings Development Corp. whereby the Company can acquire up to a 100%
      interest in and to the Black Warrior Project (referenced by way of the
      Companys 20-F filing dated July 1, 2005), and                    
| |    |                                                                                                                                                                                                                                                                                            
| | 3. | Agreement dated March 15, 2005 between Fayz Yacoub and
      the Company whereby the Company can acquire a 100% interest in the Doran
      Uranium Property (referenced by way of the Companys 20-F filing dated
      July 1, 2005), and                                                
| |    |                                                                                                                                                                                                                                                                                            
| | 4. | Agreement
        dated April 7, 2005 between United Carina Resources Corp. and the Company
        whereby the Company can acquire a 20% right in the Hatchet Lake Property
        (referenced by way of the Company’s 20-F filing dated July 1, 2005),
        and                      
| |    |                                                                                                                                                                                                                                                                                            
| | 5. | Agreement
        dated April 21, 2005 between the Company and United Carina Resources Corp.
        whereby United Carina may acquire up to a 10% interest in the Company’s
        Black Warrior Project (referenced by way of the Company’s 20-F filing
        dated July 1, 2005), and

43

---

| | 6. | Agreement dated April 21, 2005 between the Company and
      CMKM Diamonds, Inc. whereby CMKM may acquire up to a 10% interest in the
      Companys Black Warrior Project (referenced by way of the Companys 20-F
      filing dated July 1, 2005), and                                                                                                      
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                 
| | 7. | Agreement
        dated October 20, 2005 between the Company and United Carina Resources
        Corp., whereby the Company may acquire a 50% interest in the Hatchet Lake
        Property; such agreement superceding the 20% interest agreement note in
        4 above (referenced by way of the Company’s 6-K- filing dated November
        23, 2005), and
| |    |                                                                                                                                                                                                                                                                                                                                                                 
| | 8. | Assignment Agreement dated October 20, 2005 between the
      Company and CMKM Diamonds Inc., whereby the Company assumed all of the
      rights of CMKM, if any, in the Hatchet Lake Property (referenced by way of
      the Companys 6-K filing dated November 23, 2005), and                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                 
| | 9. | Agreement dated October 20, 2005 between the Company and
      101047025 Saskatchewan Ltd., whereby the Company may acquire up to 80%
      interest in the Smeaton/Forte a la Corne properties (referenced by way of
      the Companys 6-K filing dated November 25, 2005).                                                                                  

10.D **Exchange Controls

There is no law or governmental decree or regulation in Canada
that restricts the export or import of capital, or affects the remittance of
dividends, interest or other payments to a non-resident holder of common shares,
other than withholding tax requirements. See "Item 10.E Taxation".

There is no limitation imposed by Canadian law or by our
constituent documents on the right of a non-resident to hold or vote common
shares, other than are provided in the Investment Canada Act (Canada). The
following summarizes the principal features of the Investment Canada Act
(Canada).

The Investment Canada Act (Canada) requires certain
"non-Canadian" individuals, governments, corporation or other entities who wish
to acquire a "Canadian business" (as defined in the Investment Canada Act), or
establish a "new Canadian business" (as defined in the Investment Canada Act) to
file either a notification or an application for review with a governmental
agency known as "Investment Canada". The Investment Canada Act requires that
certain acquisition of control of Canadian business by a "non-Canadian" must be
reviewed and approved by the Minister responsible for the Investment Canada Act
on the basis that the Minister is satisfied that the acquisition is "likely to
be of net benefit to Canada", having regard to criteria set forth in the
Investment Canada Act. Only acquisitions of control are reviewable under the
Investment Canada Act; however, the Investment Canada Act provides detailed
rules for the determination of whether control has been acquired and, pursuant
to those rules, the acquisition of one-third or more of the voting shares of a
corporation may, in some circumstances, be considered to constitute an
acquisition of control. Certain reviewable acquisitions of control may not be
implemented before being approved by the Minister; if the Minister does not
ultimately approve

44

---

a reviewable acquisition, which has been completed, the
acquired Canadian business must be divested. Failure to comply with the review
provisions of the Investment Canada Act could result in, amongst other things,
an injunction or a court order directing disposition of assets of shares.

10.E **Taxation

Certain US Federal Income Tax Consequences

The following is a general discussion of the material United
States Federal income tax law for U.S. holders that hold such common shares as a
capital asset, as defined under United States Federal income tax law and is
limited to discussion of U.S. Holders that own less than 10% of the common
stock. This discussion does not address all potentially relevant Federal income
tax matters and it does not address consequences peculiar to persons subject to
special provisions of Federal income tax law, such as those described below as
excluded from the definition of a U.S. Holder. In addition, this discussion does
not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the
Internal Revenue Code of 1986, as amended to the date hereof (the "Code"),
Treasury Regulations, published Internal Revenue Service ("IRS") rulings,
published administrative positions of the IRS and court decisions that are
currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time. In addition, this
discussion does not consider the potential effects, both adverse and beneficial,
of any future legislation that, if enacted, could be applied, possibly on a
retroactive basis, at any time. The following discussion is for general
information only and it is not intended to be, nor should it be construed to be,
legal or tax advice to any holder or prospective holder of common shares of the
Company and no opinion or representation with respect to the United States
Federal income tax consequences to any such holder or prospective holder is
made. Accordingly, holders and prospective holders of common shares of the
Company should consult their own tax advisors about the Federal, state, local,
and foreign tax consequences of purchasing, owning and disposing of common
shares of the Company.

U.S. Holders

As used herein, a "U.S. Holder" is a holder of common shares of
the Company who or which is a citizen or individual resident (or is treated as a
citizen or individual resident) of the United States for federal income tax
purposes, a corporation or partnership created or organized (or treated as
created or organized for federal income tax purposes) in the United States,
including only the States and District of Columbia, or under the law of the
United States or any State or Territory or any political subdivision thereof, or
a trust or estate the income of which is includable in its gross income for
federal income tax purposes without regard to its source, if, (i) a court within
the United States is able to exercise primary supervision over the
administration of the trust and (ii) one or more United States trustees have the
authority to control all substantial decisions of the trust.

For purposes of this discussion, a U.S. Holder does not include
persons subject to special provisions of Federal income tax law, such as
tax-exempt organizations, qualified retirement

45

---

plans, financial institutions, insurance companies, real estate
investment trusts, regulated investment companies, broker-dealers and Holders
who acquired their stock through the exercise of employee stock options or
otherwise as compensation.

Distributions on common shares of the Company

U.S. Holders receiving dividend distributions (including
constructive dividends) with respect to common shares of the Company are
required to include in gross income for United States Federal income tax
purposes the gross amount of such distributions to the extent that the Company
has current or accumulated earnings and profits, without reduction for any
Canadian income tax withheld from such distributions. Such Canadian tax withheld
may be credited, subject to certain limitations, against the U.S. Holder's
United States Federal income tax liability or, alternatively, may be deducted in
computing the U.S. Holder's United States Federal taxable income by those who
itemize deductions. (See more detailed discussion at "Foreign Tax Credit"
below). To the extent that distributions exceed current or accumulated earnings
and profits of the Company, they will be treated first as a return of capital up
to the U.S. Holder's adjusted basis in the common shares and thereafter as gain
from the sale or exchange of the common shares. Preferential tax rates for
long-term capital gains are applicable to a U.S. Holder that is an individual,
estate or trust. There are currently no preferential tax rates for long-term
capital gains for a U.S. Holder that is a corporation.

Dividends paid on the common shares of the Company will not
generally be eligible for the dividends received deduction provided to
corporations receiving dividends from certain United States corporations. A U.S.
Holder which is a corporation may, under certain circumstances, be entitled to a
70% deduction of the United States source portion of dividends received from the
Company if such U.S. Holder owns shares representing at least 10% of the voting
power and value of the Company. The availability of this deduction is subject to
several complex limitations, which are beyond the scope of this discussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common shares of the
Company may be entitled, at the option of the U.S. Holder, to either a deduction
or a tax credit for such foreign tax paid or withheld. Generally, it will be
more advantageous to claim a credit because a credit reduces United States
Federal income taxes on a dollar-for-dollar basis, while a deduction merely
reduces the taxpayer's income subject to tax. This election is made on a
year-by-year basis and applies to all foreign taxes paid by (or withheld from)
the U.S. Holder during that year. There are significant and complex limitations,
which apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate shares of the U.S. Holder's United States income
tax liability that the U.S. Holder's foreign source income bears to his or its
world-wide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification process.
There are further limitations on the foreign tax credit for certain types of
income such as "passive income," "high withholding tax interest," "financial
services income," "shipping income" and certain other classifications of income.
The availability of the foreign tax

46

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credit and the application of the limitations on the credit are
fact specific and holders and prospective holders of common shares of the
Company should consult their own tax advisors regarding their individual
circumstances.

Disposition of common shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of
common shares of the Company equal to the difference, if any, between the amount
of cash plus the fair market value of any property received, and the Holder's
tax basis in the common shares of the Company. This gain or loss will be capital
gain or loss if the common shares are a capital asset in the hands of the U.S.
Holder. Any capital gain will be a short-term or long-term capital gain or loss
depending upon the holding period of the U.S. Holder. Gains and losses are
netted and combined according to special rules in arriving at the overall
capital gain or loss for a particular tax year. Deductions for net capital
losses are subject to significant limitations. For U.S. Holders that are
individuals, any unused portion of such net capital loss may be carried over to
be used in later tax years until such net capital loss is thereby exhausted. For
U.S. Holders which are corporations (other than corporations subject to
Subchapter S of the Code), an unused net capital loss may be carried back three
years from the loss year and carried forward five years from the loss year to be
offset against capital gains until such net capital loss is thereby exhausted.

Certain Canadian Federal Income Tax Consequences

The following discussion summarizes the principal Canadian
federal income tax considerations generally applicable to a person who owns one
or more common shares of the Company (the "Shareholder"), and who at all
material times for the purposes of the Income Tax Act (Canada) (the "Canadian
Act") deals at arm's length with the Company, holds all common shares solely as
capital property, is a non-resident of Canada, and does not, and is not deemed
to, use or hold any Common share in or in the course of carrying on business in
Canada. It is assumed that the common shares will at all material times be
listed on a stock exchange that is prescribed for the purposes of the Canadian
Act.

This summary is based on the current provisions of the Canadian
Act, including the regulations thereunder, and the Canada-United States Income
Tax Convention (1980) (the "Treaty") as amended. This summary takes into account
all specific proposals to amend the Canadian Act and the regulations thereunder
publicly announced by the government of Canada to the date hereof and the
Company's understanding of the current published administrative and assessing
practices of Canada Customs and Revenue Agency. It is assumed that all such
amendments will be enacted substantially as currently proposed, and that there
will be no other material change to any such law or practice, although no
assurances can be given in these respects. Except to the extent otherwise
expressly set out herein, this summary does not take into account any
provincial, territorial or foreign income tax law or treaty.

This summary is not, and is not to be construed as, tax advice
to any particular Shareholder. Each prospective and current Shareholder is urged
to obtain independent advice as to the Canadian income tax consequences of an
investment in common shares applicable to the Shareholder's particular
circumstances.

47

---

A Shareholder generally will not be subject to tax pursuant to
the Canadian Act on any capital gain realized by the Shareholder on a
disposition of a Common share unless the Common share constitutes "taxable
Canadian property" to the Shareholder for purposes of the Canadian Act and the
Shareholder is not eligible for relief pursuant to an applicable bilateral tax
treaty. A Common share that is disposed of by a Shareholder will not constitute
taxable Canadian property of the Shareholder provided that the Common share is
listed on a stock exchange that is prescribed for the purposes of the Canadian
Act (the Toronto Stock Exchange is so prescribed), and that neither the
Shareholder, nor one or more persons with whom the Shareholder did not deal at
arm's length, alone or together at any time in the five years immediately
preceding the disposition owned, or owned any right to acquire, 25% or more of
the issued shares of any class of the capital stock of the Company. In addition,
the Treaty generally will exempt a Shareholder who is a resident of the United
States for the purposes of the Treaty, and who would otherwise be liable to pay
Canadian income tax in respect of any capital gain realized by the Shareholder
on the disposition of a Common share, from such liability provided that the
value of the Common share is not derived principally from real property
(including resource property) situated in Canada or that the Shareholder does
not have, and has not had within the 12-month period preceding the disposition,
a "permanent establishment" or "fixed base," as those terms are defined for the
purposes of the Treaty, available to the Shareholder in Canada. The Treaty may
not be available to a non-resident Shareholder that is a U.S. LLC, which is not
subject to tax in the U.S. Any dividend on a Common share, including a stock
dividend, paid or credited, or deemed to be paid or credited, by the Company to
a Shareholder will be subject to Canadian withholding tax at the rate of 25% on
the gross amount of the dividend, or such lesser rate as may be available under
an applicable income tax treaty. Pursuant to the Treaty, the rate of withholding
tax applicable to a dividend paid on a Common share to a Shareholder who is a
resident of the United States for the purposes of the Treaty will be reduced to
5% if the beneficial owner of the dividend is a company that owns at least 10%
of the voting stock of the Company, and in any other case will be reduced to
15%, of the gross amount of the dividend. It is Canada Customs and Revenue
Agency`s position that the Treaty reductions are not available to a Shareholder
that is a "limited liability company" resident in the United States. The Company
will be required to withhold any such tax from the dividend, and remit the tax
directly to Canada Customs and Revenue Agency for the account of the
Shareholder.

ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON
SHARES.

10.F **Dividends and paying agents

Not Applicable to Annual Reports on Form 20F.

10.G **Statement by experts

Not Applicable to Annual Reports on Form 20F.

48

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10.H **Documents on Display

The documents concerning the Company which are referred to in
this Report on Form 20F are located at its principal executive offices at the
address on the face page of this Report.

10.I**
Subsidiary information

We have one subsidiary, Entourage USA Inc., located at 6121
Lakeside Drive, Suite 260, Reno, Nevada 89511. The subsidiary company is seeking
mineral prospects in the United States.

ITEM
11. **Quantitative and Qualitative Disclosure about Market Risk

The Company does not have market portfolios and does not engage
in trading risk sensitive instruments or financial instruments. The Company is
an extractive enterprise.

ITEM
12. **Description of Securities Other than Equity Securities

Not applicable.

PART II

ITEM
13. **Defaults, Dividend Arrearages and Delinquencies

The Company has had no material defaults in payment of
principal, interest or sinking or purchase fund installments. The Company is an
extractive enterprise.

ITEM
14. **Material Modifications to the Rights of Security Holders and Use of
Proceeds

Not applicable

ITEM
15. **Controls and Procedures

Our Chief Executive Officer and President, Gregory F. Kennedy
and our Chief Financial Officer, Pradeep Varshney, after evaluating the
effectiveness of the Companys disclosure controls and procedures (as defined in
US Exchange Act Rule 13(a)-14(c) within 90 days of the date of this Form 20-F
have concluded that, as of such date, the Companys disclosure controls and
procedures were effective at the reasonable assurance level to ensure that
material information relating to the Company was made known to them by others
within the Company particularly during the period in which this Form 20-F was
being prepared.

Under US Exchange Act Rule 13a-15(e) the term disclosure
controls and procedures means controls and other procedures of an issuer that
are designed to ensure that information required to be disclosed by the issuer
in the reports that it files or submits under the US Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SECs

49

---

rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits
under the US Exchange Act is accumulated and communicated to the issuers
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

In designing and evaluating our disclosure controls and
procedures, our management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable, rather than
absolute, assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

15.D **Changes in Internal Control over financial reporting

There were no significant changes in the Companys internal
controls or in other factors that could significantly affect these controls
subsequent to the date our Chief Executive Officer and our Chief Financial
Officer completed their evaluation, nor were there any significant deficiencies
or material weaknesses in the Companys internal controls requiring corrective
actions.

ITEM
16. **[reserved]

16A. **Audit Committee Financial Expert

We do not have an audit committee financial expert serving on
our audit committee.

16.B**
Code of Ethics

The Company does not have a written Code of Ethics. No Code of
Ethics is presently required under the Companys incorporating jurisdiction or
its Canadian reporting jurisdictions.

16.C **Principal Accountant Fees and Services

(a) **Audit Fees

The aggregate fees billed for each of the last two fiscal years
for professional services rendered by the Companys principal accountant(s) for
the audit of the Companys annual financial statements, together with services
that are normally provided by the principal accountant in connection with
statutory and regulatory filings or engagements were $$14,732 for the year
ending December 31, 2005. For year 2004 the amount was $22,152.

(b) **Audit-Related Fees

50

---

The aggregate fees billed for each of the last two fiscal years
for assurance and related services by the principal accountant that were
reasonably related to the performance of the audit or review of the Companys
financial statements but are not reported under paragraph (a) of this Item were
$1,500 for year 2005; year 2004 were nil.

(c) **Tax Fees

The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice and tax planning & tax return preparation were $3,500
for 2004 & 2005.

(d) **All Other Fees

The aggregate fees billed in each of the last two fiscal years
for products and services provided by the principal accountant other than
services disclosed in paragraphs (a) through (c) of this Item were $nil in the
year ending December 31, 2005 and $nil in the year ending December 31, 2004.

16.D**
Exemptions from the Listing Standards for Audit Committees

The disclosure required under Exchange Act Rule 10A-3(d) is not
applicable to the Company.

16.E **Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company made no issuer repurchases, including any made
pursuant to a publicly announced plan or program or made pursuant to a plan or
program that was not announced publicly, in the last two fiscal years. The
Company made no open market issuer repurchases.

PART III

ITEM
17. **Financial Statements

Our financial statements are attached hereto immediately after
the signatures section. Our audited financial statements include:

- our balance sheets as at December 31, 2005 and December 31, 2004;
- statements of loss and deficit for the periods ended December 31, 2005 and
  December 31, 2004;
- statements of cash flows for the periods ended December 31, 2005 and
  December 31, 2004; and
- notes to the financial statements.

51

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ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 AND 2004(Stated in Canadian Dollars)



|REPORT OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------------
|                                                             
|CONSOLIDATED BALANCE
      SHEETS                            
|                                                             
|CONSOLIDATED STATEMENTS
      OF OPERATIONS                  
|                                                             
|CONSOLIDATED STATEMENT
      OF STOCKHOLDERS EQUITY         
|                                                             
|CONSOLIDATED STATEMENTS
      OF CASH FLOWS                  
|                                                             
|NOTES TO CONSOLIDATED
      FINANCIAL STATEMENTS             

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Entourage Mining
  Ltd.

We have audited the consolidated balances
  sheets of Entourage Mining Ltd. (an exploration stage company) as at
  December 31, 2005 and 2004 and the consolidated statements of operations, stockholders
  equity and cash flows for the years then ended. These financial statements are
  the responsibility of the Company's management. Our responsibility is to express
  an opinion on these financial statements based on our audits. The consolidated
  financial statements of Entourage Mining Ltd. for all years prior to 2004 were
  audited by other auditors whose reports included an explanatory paragraph regarding
  the Company's ability to continue as a going concern. The consolidated financial
  statements for the period from January 16, 1995 (inception) to December 31,
  2003 reflect a total net loss of $958,486 of the related cumulative totals.
  The other auditors reports have been furnished to us, and our opinion,
  insofar as it relates to amounts included for such prior periods, is based solely
  on the reports of such other auditors.

We conducted our audits in accordance with the standards of
  the Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform an audit to obtain reasonable assurance whether
  the financial statements are free of material misstatement. The Company is not
  required to have, nor were we engaged to perform, an audit of its internal control
  over financial reporting. Our audit included consideration of internal control
  over financial reporting as a basis for designing audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an opinion
  on the effectiveness of the Companys internal control over financial reporting.
  Accordingly, we express no such opinion. An audit also includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audits provide a reasonable
  basis for our opinion.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  December 31, 2005 and 2004 and the results of its operations and its cash flows
  and the changes in stockholders equity for the years then ended and for
  the period from January 16, 1995 (inception) to December 31, 2005 in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
  prepared assuming that the Company will continue as a going concern. As discussed
  in Note 1 to the financial statements, to date the Company has incurred losses
  of $11,983,773 since inception, has no sources of revenue, and further losses
  are anticipated. These factors raise substantial doubt about the Companys
  ability to continue as a going concern. Managements plans in this regard
  are also described in Note 1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

|Dale Matheson Carr-Hilton LaBonte
|-----------------------------------
|                                   
|DALE MATHESON CARR-HILTON LABONTE  
|CHARTERED ACCOUNTANTS              
|Vancouver, Canada                  
|April 27, 2006                     



F-2

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS(Stated in Canadian Dollars)

|                                                         |   | DECEMBER 31 |  
|-------------------------------------------------------- | - | ----------- | -
|                                                         |   | 2005        |  
|                                                         |   |             |  
|ASSETS                                                   |   |             |  
|                                                         |   |             |  
|Current                                                  |   |             |  
|Cash                                                     | $ | 479,581     |  
|Advances and prepaid expenses                            |   | 4,084       |  
|Goods and services
      tax recoverable                 |   | 25,351      |  
|                                                         |   | 509,016     |  
|Equipment(Note 3)                                        |   | 5,020       |  
|                                                         |   |             |  
|                                                         | $ | 514,036     |  
|                                                         |   |             |  
|LIABILITIES                                              |   |             |  
|                                                         |   |             |  
|Current                                                  |   |             |  
|Accounts payable and accrued liabilities                 | $ | 131,703     |  
|Amounts payable
      to related parties (Note 6)        |   | 53,750      |  
|                                                         |   | 185,453     |  
|                                                         |   |             |  
|CONTINGENCIES AND COMMITMENTS(Notes 1, 4, and 9)         |   |             |  
|                                                         |   |             |  
|STOCKHOLDERS EQUITY                                     |   |             |  
|                                                         |   |             |  
|Capital Stock(Note 5)                                    |   |             |  
|Authorized:                                              |   |             |  
|100,000,000
      common voting shares without par value |   |             |  
|Issued:                                                  |   |             |  
|24,351,839 common voting shares (2004  16,273,505)      |   | 2,778,791   |  
|                                                         |   |             |  
|Obligation to issue shares (Note 4)                      |   | 8,638,667   |  
|                                                         |   |             |  
|Other contributed capital                                |   | 894,898     |  
|                                                         |   |             |  
|Deficit accumulated during the exploration stage         |   | (11,983,773 | )
|                                                         |   | 328,583     |  
|                                                         |   |             |  
|                                                         | $ | 514,036     |  

|Approved by the Board of Directors: |  |               
|----------------------------------- |  | --------------
|                                    |  |               
|Gregory F.
      Kennedy          |  | Paul Shatzko

The accompanying notes are an integral part of these consolidated
  financial statements

F-3

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS(Stated in Canadian Dollars)

|                                                                  |  | YEARS ENDED |   |  | June 16, 1995 |  
|----------------------------------------------------------------- |  | ----------- | - |  | ------------- | -
|                                                                  |  |             |   |  |               |  
|                                                                  |  | DECEMBER 31 |   |  | To            |  
|                                                                  |  |             |   |  |               |  
|                                                                  |  | 2005        |   |  | 2004          |  
|                                                                  |  | $           |   |  | $             |  
|Expenses                                                          |  |             |   |  |               |  
|Amortization                                                      |  | 1,789       |   |  | 1,036         |  
|Consulting                                                        |  | 42,762      |   |  | 33,713        |  
|Consulting  stock based compensation
      (Note 5)              |  | 163,400     |   |  | 421,000       |  
|Interest expense and bank charges                                 |  | 2,104       |   |  | 1,123         |  
|Mineral property acquisition and exploration
      costs (Note 4) |  | 9,610,348   |   |  | 297,466       |  
|Management fees                                                   |  | 85,354      |   |  | 41,300        |  
|Office and sundry                                                 |  | 58,039      |   |  | 67,983        |  
|Professional fees                                                 |  | 81,401      |   |  | 28,622        |  
|Travel and promotion                                              |  | 43,763      |   |  | 66,579        |  
|                                                                  |  |             |   |  |               |  
|Loss Before Taxes                                                 |  | (10,088,960 | ) |  | (958,822      | )
|                                                                  |  |             |   |  |               |  
|Deferred tax recovery (Note 7)                                    |  | 20,119      |   |  | 2,376         |  
|                                                                  |  |             |   |  |               |  
|Net Loss                                                          |  | (10,068,841 | ) |  | (956,446      | )
|                                                                  |  |             |   |  |               |  
|                                                                  |  |             |   |  |               |  
|Loss Per Share,
      basic and diluted                           |  | (0.57       | ) |  | (0.06         | )
|                                                                  |  |             |   |  |               |  
|                                                                  |  |             |   |  |               |  
|Weighted Average Common Shares Outstanding                        |  | 17,647,542  |   |  | 15,542,822    |  

The accompanying notes are an integral part of these consolidated
  financial statements

F-4

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY(Stated in Canadian Dollars)

|                                      |  |            |   |  |           |   |  |            |  |  |             |  |  | DEFICIT     |   |  |          |  
|------------------------------------- |  | ---------- | - |  | --------- | - |  | ---------- |  |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                      |  |            |   |  |           |   |  |            |  |  |             |  |  | ACCUMULATED |   |  |          |  
|                                      |  | NUMBER     |   |  |           |   |  | OBLIGATION |  |  | OTHER       |  |  | DURING      |   |  |          |  
|                                      |  | OF         |   |  |           |   |  | TO ISSUE   |  |  | CONTRIBUTED |  |  | EXPLORATION |   |  |          |  
|                                      |  | SHARES     |   |  | AMOUNT    |   |  | SHARES     |  |  | CAPITAL     |  |  | STAGE       |   |  | TOTAL    |  
|                                      |  |            |   |  | $         |   |  | $          |  |  | $           |  |  | $           |   |  | $        |  
|                                      |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|Share issued for cash                 |  | 5          |   |  | 1         |   |  | -          |  |  | -           |  |  | -           |   |  | 1        |  
|Loss for the period                   |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (38,624     | ) |  | (38,624  | )
|Balance, December 31, 1995            |  | 5          |   |  | 1         |   |  | -          |  |  | -           |  |  | (38,624     | ) |  | (38,623  | )
|Shares issued for cash                |  | 9,130,000  |   |  | 276,500   |   |  | -          |  |  | -           |  |  | -           |   |  | 276,500  |  
|Loss for the year                     |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (210,592    | ) |  | (210,592 | )
|Balance, December 31,1996             |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -           |  |  | (249,216    | ) |  | 27,285   |  
|Loss for the year                     |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (74,529     | ) |  | (74,529  | )
|Balance, December 31, 1997            |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -           |  |  | (323,745    | ) |  | (47,244  | )
|Loss for the year                     |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (60,148     | ) |  | (60,148  | )
|Balance, December 31, 1998            |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -           |  |  | (383,893    | ) |  | (107,392 | )
|Loss for the year                     |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (70,046     | ) |  | (70,046  | )
|Balance, December 31, 1999            |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -           |  |  | (453,939    | ) |  | (177,438 | )
|Loss for the year                     |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (66,855     | ) |  | (66,855  | )
|Balance, December 31, 2000            |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -           |  |  | (520,794    | ) |  | (244,293 | )
|Loss for the year                     |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (58,749     | ) |  | (58,749  | )
|Balance, December 31, 2001            |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -           |  |  | (579,543    | ) |  | (303,042 | )
|Forgiveness of amounts due to related |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|party                                 |  | -          |   |  | -         |   |  | -          |  |  | 200,671     |  |  | -           |   |  | 200,671  |  
|Loss for the year                     |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (59,428     | ) |  | (59,428  | )
|Balance, December 31, 2002            |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | 200,671     |  |  | (638,971    | ) |  | (161,799 | )
|April 25, 2003  shares issued for    |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|mineral property                      |  | 6,000,000  |   |  | 60,000    |   |  | -          |  |  | -           |  |  | -           |   |  | 60,000   |  
|Loss for the year                     |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (319,515    | ) |  | (319,515 | )
|Balance, December 31, 2003            |  | 15,130,005 |   |  | 336,501   |   |  | -          |  |  | 200,671     |  |  | (958,486    | ) |  | (421,314 | )
|February 5, 2004  shares issued for  |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|cash at $0.22 per share               |  | 997,500    |   |  | 219,450   |   |  | -          |  |  | -           |  |  | -           |   |  | 219,450  |  
|February 5, 2004  deferred tax       |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|recovery on 108,000 flow-through      |  | -          |   |  | (2,376    | ) |  | -          |  |  | -           |  |  | -           |   |  | (2,376   | )
|shares                                |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|June 8, 2004  shares issued for cash |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|at $0.404 per share                   |  | 698,000    |   |  | 282,331   |   |  | -          |  |  | -           |  |  | -           |   |  | 282,331  |  
|August 24, 2004  stock options       |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|exercised at $0.33 per share          |  | 100,000    |   |  | 32,983    |   |  | -          |  |  | -           |  |  | -           |   |  | 32,983   |  
|December 31, 2004  shares issued     |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|for cash at $0.18 per share           |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|inclusive of 132,500 shares as        |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|finders fees                         |  | 2,948,000  |   |  | 510,876   |   |  | -          |  |  | -           |  |  | -           |   |  | 510,876  |  
|August 24, 2004  shares issued for   |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|mineral property database at $0.39    |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|per share                             |  | 150,000    |   |  | 58,788    |   |  | -          |  |  | -           |  |  | -           |   |  | 58,788   |  
|September 24, 2004  shares returned  |  |            |   |  |           |   |  |            |  |  |             |  |  |             |   |  |          |  
|on cancellation of escrow             |  | (3,750,000 | ) |  | (7,500    | ) |  | -          |  |  | 7,500       |  |  | -           |   |  | -        |  
|Stock based compensation              |  | -          |   |  | -         |   |  | -          |  |  | 421,000     |  |  | -           |   |  | 421,000  |  
|Loss for the year                     |  | -          |   |  | -         |   |  | -          |  |  | -           |  |  | (956,446    | ) |  | (956,466 | )
|Balance, December 31, 2004            |  | 16,273,505 |   |  | 1,431,053 |   |  | -          |  |  | 629,171     |  |  | (1,914,932  | ) |  | 145,292  |  

F-5

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY(Stated in Canadian Dollars)

|                                     |  |            |  |  |           |   |  |            |  |  |             |  |  | DEFICIT     |   |  |             |  
|------------------------------------ |  | ---------- |  |  | --------- | - |  | ---------- |  |  | ----------- |  |  | ----------- | - |  | ----------- | -
|                                     |  |            |  |  |           |   |  |            |  |  |             |  |  | ACCUMULATED |   |  |             |  
|                                     |  | NUMBER     |  |  |           |   |  | OBLIGATION |  |  | OTHER       |  |  | DURING      |   |  |             |  
|                                     |  | OF         |  |  |           |   |  | TO ISSUE   |  |  | CONTRIBUTED |  |  | EXPLORATION |   |  |             |  
|                                     |  | SHARES     |  |  | AMOUNT    |   |  | SHARES     |  |  | CAPITAL     |  |  | STAGE       |   |  | TOTAL       |  
|                                     |  |            |  |  | $         |   |  | $          |  |  | $           |  |  | $           |   |  | $           |  
|                                     |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|Balance, December 31, 2004,          |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|carried forward                      |  | 16,273,505 |  |  | 1,431,053 |   |  | -          |  |  | 629,171     |  |  | (1,914,932  | ) |  | 145,292     |  
|January 6, 2005, refund for          |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|overpayment in 2004 private          |  |            |  |  |           |   |  | -          |  |  |             |  |  |             |   |  |             |  
|Placement                            |  | -          |  |  | (3,000    | ) |  |            |  |  | -           |  |  | -           |   |  | (3,000      | )
|March 21, 2005, shares issued for    |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|property acquisition at              |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|U.S. $0.30 per share                 |  | 125,000    |  |  | 45,604    |   |  | -          |  |  | -           |  |  | -           |   |  | 45,604      |  
|Sept. 22, 2005, flow-through shares  |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|issued at $0.20 per share            |  | 295,000    |  |  | 59,000    |   |  | -          |  |  | -           |  |  | -           |   |  | 59,000      |  
|September, 2005, deferred tax        |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|recovery on 295,000 flow-through     |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|Shares                               |  | -          |  |  | (20,119   | ) |  |            |  |  | -           |  |  | -           |   |  | (20,119     | )
|Sept. 22, 2005, units issued at      |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|U.S. $0.15 per unit                  |  | 550,000    |  |  | 97,152    |   |  | -          |  |  | -           |  |  | -           |   |  | 97,152      |  
|Oct. 7, 2005, units issued at        |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|U.S. $0.11 per unit                  |  | 1,275,000  |  |  | 165,154   |   |  | -          |  |  | -           |  |  | -           |   |  | 165,154     |  
|Oct.-Dec 2005, shares issued on      |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|exercise of stock options at         |  |            |  |  |           |   |  | -          |  |  |             |  |  |             |   |  |             |  
|U.S. $0.15 per share                 |  | 250,000    |  |  | 44,147    |   |  |            |  |  | -           |  |  | -           |   |  | 44,147      |  
|Oct. 2005, shares issued on exercise |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|of warrants at $0.30                 |  | 50,000     |  |  | 15,000    |   |  | -          |  |  | -           |  |  | -           |   |  | 15,000      |  
|Nov. 17, 2005, units issued at       |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|U.S. $0.15 per share inclusive of    |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|200,000 shares finders fees         |  | 5,533,334  |  |  | 944,800   |   |  | -          |  |  | -           |  |  | -           |   |  | 944,800     |  
|Stock based compensation             |  | -          |  |  | -         |   |  | -          |  |  | 163,400     |  |  | -           |   |  | 163,400     |  
|Forgiveness of amounts due to        |  |            |  |  |           |   |  |            |  |  |             |  |  |             |   |  |             |  
|related party                        |  | -          |  |  | -         |   |  | -          |  |  | 102,327     |  |  | -           |   |  | 102,327     |  
|Obligation to issue shares (Note 4)  |  | -          |  |  | -         |   |  | 8,638,667  |  |  |             |  |  | -           |   |  | 8,638,667   |  
|Loss for the year                    |  | -          |  |  | -         |   |  | -          |  |  | -           |  |  | (10,068,841 | ) |  | (10,068,841 | )
|Balance, December 31, 2005           |  | 24,351,839 |  |  | 2,778,791 |   |  | 8,638,667  |  |  | 894,898     |  |  | (11,983,773 | ) |  | 328,583     |  

The accompanying notes are an integral part of these consolidated
  financial statements

F-6

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS(Stated in Canadian Dollars)

|                                                                   |  |             |   |  |             |   |  | June 16, 1995 |  
|------------------------------------------------------------------ |  | ----------- | - |  | ----------- | - |  | ------------- | -
|                                                                   |  | YEARS ENDED |   |  | (inception) |  
|                                                                   |  |             |   |  |             |   |  |               |  
|                                                                   |  | DECEMBER 31 |   |  | To          |  
|                                                                   |  |             |   |  |             |   |  | December 31,  |  
|                                                                   |  | 2005        |   |  | 2004        |   |  | 2005          |  
|                                                                   |  | $           |   |  | $           |   |  | $             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                               |  |             |   |  |             |   |  |               |  
|Net loss                                                           |  | (10,068,841 | ) |  | (956,446    | ) |  | (11,983,773   | )
|Adjustments to reconcile net loss to net cash
      from           |  |             |   |  |             |   |  |               |  
|operating activities:                                              |  |             |   |  |             |   |  |               |  
|Amortization                                                       |  | 1,789       |   |  | 1,036       |   |  | 2,825         |  
|Stock based compensation                                           |  | 163,400     |   |  | 421,000     |   |  | 584,400       |  
|Shares
      issued for exploration and mineral property           |  |             |   |  |             |   |  |               |  
|Acquisition
      costs                                            |  | 45,604      |   |  | 58,788      |   |  | 164,392       |  
|Obligation
      to issue shares for mineral property acquisitions |  | 8,638,667   |   |  | -           |   |  | 8,638,667     |  
|Deferred tax recovery                                              |  | (20,119     | ) |  | (2,376      | ) |  | (22,495       | )
|                                                                   |  |             |   |  |             |   |  |               |  
|Changes in non-cash operating working capital items:               |  |             |   |  |             |   |  |               |  
|Advances
      and prepaid expenses                                |  | (2,100      | ) |  | (1,984      | ) |  | (4,084        | )
|Goods and Services
      Tax recoverable                           |  | (1,034      | ) |  | (12,748     | ) |  | (25,351       | )
|Accounts
      payable and accrued liabilities                     |  | 7,045       |   |  | (60,302     | ) |  | 131,703       |  
|Amounts paid (to)
      from related parties                       |  | (40,700     | ) |  | 44,537      |   |  | 356,748       |  
|NET CASH FLOWS USED IN OPERATING ACTIVITIES                        |  | (1,276,289  | ) |  | (508,495    | ) |  | (2,156,968    | )
|                                                                   |  |             |   |  |             |   |  |               |  
|CASH FLOWS USED IN INVESTING ACTIVITIES                            |  |             |   |  |             |   |  |               |  
|Equipment                                                          |  | -           |   |  | (7,845      | ) |  | (7,845        | )
|NET CASH FLOWS USED IN INVESTING ACTIVITIES                        |  | -           |   |  | (7,845      | ) |  | (7,845        | )
|                                                                   |  |             |   |  |             |   |  |               |  
|CASH FLOWS FROM FINANCING ACTIVITIES                               |  |             |   |  |             |   |  |               |  
|Net proceeds on sale of common stock                               |  | 1,322,253   |   |  | 854,824     |   |  | 2,644,394     |  
|NET CASH FLOWS FROM FINANCING ACTIVITIES                           |  | 1, 322,253  |   |  | 854,824     |   |  | 2,644,394     |  
|                                                                   |  |             |   |  |             |   |  |               |  
|INCREASE IN CASH                                                   |  | 45,964      |   |  | 338,484     |   |  | 479,581       |  
|CASH, BEGINNING OF PERIOD                                          |  | 433,617     |   |  | 95,133      |   |  | -             |  
|                                                                   |  |             |   |  |             |   |  |               |  
|CASH, END OF PERIOD                                                |  | 479,581     |   |  | 433,617     |   |  | 479,581       |  
|                                                                   |  |             |   |  |             |   |  |               |  
|SUPPLEMENTAL CASH FLOW
      INFORMATION(Refer to Note 8)          |  |             |   |  |             |   | 

The accompanying notes are an integral part of these consolidated
  financial statements.

F-7

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in
      Canadian Dollars)        

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company was incorporated in the Province
        of British Columbia, Canada on June 16, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company has been in the exploration
        stage since its formation and has not yet realized any revenues from its
        planned operations. It is primarily engaged in the acquisition and exploration
        of mining properties. Upon location of a commercial reserve, the Company
        would enter the development stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying financial statements have
        been prepared assuming the Company will continue as a going concern. This
        contemplates that assets will be realized and liabilities and commitments
        satisfied in the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | As reported in the accompanying consolidated
        financial statements, the Company has incurred a net loss of $10,068,841
        for the year ended December 31, 2005, and has accumulated a net loss of
        $11,983,773 since its inception. The Company has no sources of revenue.
        The continuance in the future of the Company is dependent upon its ability
        to obtain financing and upon future acquisition, exploration and development
        of profitable operations from mineral property interests. These conditions
        raise substantial doubt about the Companys ability to continue as
        a going concern. Management has plans to seek additional capital through
        a private placement and public offering of its common stock. Although
        there are no assurances that managements plans will be realized,
        management believes that the Company will be able to continue operations
        in the future. The financial statements do not include any adjustments
        relating to the recoverability and classification of recorded assets,
        or the amounts and classification of liabilities that might be necessary
        in the event the Company cannot continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The financial statements have been prepared
        in accordance with accounting principles generally accepted in the United
        States and in managements opinion have been properly prepared within
        reasonable limits of materiality and within the framework of the significant
        accounting policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-8

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | b)                                        
|   |                                           
|   |                                           
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           

| | Office furniture   | 20% on declining balance basis
| | ------------------ | ------------------------------
| | Computer equipment | 30% on declining balance basis

| | e) | Environmental Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | Environmental expenditures that relate to current operations
        are charged to operations or capitalized as appropriate. Expenditures
        that relate to an existing condition caused by past operations, and which
        do not contribute to current or future revenue generation, are charged
        to operations. Liabilities are recorded when environmental assessments
        and/or remedial efforts are probable, and the cost can be reasonably estimated.
        Generally, the timing of these accruals coincides with the earlier of
        completion of a feasibility study or the Companys commitments to
        plan of action based on the then known facts.

F-9

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in
      Canadian Dollars)        

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           

F-10

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           

F-11

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in
      Canadian Dollars)        

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-12

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|3. | EQUIPMENT
|-- | ---------

| |                    |   |       |  |   | 2005         |  |   |          |  |   |       |  |   | 2004         |  |   |          | 
| | ------------------ | - | ----- |  | - | ------------ |  | - | -------- |  | - | ----- |  | - | ------------ |  | - | -------- | 
| |                    |   | Cost  |  |   | Accumulated  |  |   | Net Book |  |   |       |  |   | Accumulated  |  |   | Net Book | 
| |                    |   |       |  |   | amortization |  |   | Value    |  |   | Cost  |  |   | Amortization |  |   | Value    | 
| |                    | $ |       |  | $ |              |  | $ |          |  | $ |       |  | $ |              |  | $ |          | 
| | Office furniture   |   | 2,812 |  |   | 788          |  |   | 2,024    |  |   | 2,812 |  |   | 281          |  |   | 2,531    | 
| | Computer equipment |   | 5,033 |  |   | 2,037        |  |   | 2,996    |  |   | 5,033 |  |   | 755          |  |   | 4,278    | 
| |                    |   | 7,845 |  |   | 2,825        |  |   | 5,020    |  |   | 7,845 |  |   | 1,036        |  |   | 6,809    | 

|4. | MINERAL PROPERTY INTERESTS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   |                           

| |                               | Payment Amount |       
| | ----------------------------- | -------------- | ------
| | Date option payment
      due | CDN $          |       
| | November 1, 2003              | 10,000         | (paid)
| | November 1, 2004              | 10,000         | (paid)
| | November 1, 2005              | 15,000         |       
| | November 1, 2006              | 15,000         |       
| | November 1, 2007              | 30,000         |       

| |    | On November 1, 2005, the Company, having expended more
        than $300,000 on exploration of this property, abandoned all of its interest
        in the Yukon Property rather than make any further payments due to poor
        results of exploration work.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | b) | Nevada Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | Pursuant to the terms of a Mining Sublease and Option
        to Purchase Agreement, dated June 1, 2004, the Company acquired a mining
        lease and an option to acquire a 100% interest in and to certain patented
        and un-patented mineral claims located in Esmeralda County, Nevada. The
        lease is for an initial ten-year term with ten one year extensions available.
        The agreement is subject to a 3% NSR. The Company has an option at any
        time to purchase the property for US $400,000 less lease payments paid
        to the date of exercise of the option. The Company has the right at any
        time to purchase one-third of the NSR for US $1,000,000.

F-13

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|**4.** | MINERAL PROPERTY INTERESTS(Continued)
|------ | -------------------------------------
|       |                                      
|       |                                      

| |                                                   | Payment Amount |       
| | ------------------------------------------------- | -------------- | ------
| | Date payment due                                  | U.S. $         |       
| | To Lessor:                                        |                |       
| | On execution of Agreement                         | 15,000         | (paid)
| | June 1, 2005                                      | 15,000         | (paid)
| | June 1, 2006                                      | 20,000         |       
| | June 1, 2007 and each anniversary thereafter      | 25,000         |       
| | To Owner:                                         |                |       
| | September 4, 2004                                 | 4,000          | (paid)
| | February 10, 2005                                 | 5,000          | (paid)
| | February 10, 2006                                 | 7,500          | (paid)
| | February 10, 2007 and each anniversary thereafter | 10,000         |       

By agreements dated April 21, 2005 the
  Company granted to United Carina Resources Corp. (United Carina)
  and CMKM Diamonds Inc. the right to each acquire a 10% interest in the Nevada
  property (being a total 20% interest). Each of these two optionees can exercise
  their option to acquire a 10% interest by:

| | (a) | paying to Entourage $40,000; and                   
| | --- | ---------------------------------------------------
| |     |                                                    
| | (b) | making $85,000 in work commitments on the Property.

| |    | To date, neither of the optionees has made a payment
        or committed any funds to the Property and the options remain unexercised.
        As CMKM Diamonds Inc. may not now be an operating company, it is not anticipated
        that they will choose to exercise the option to acquire a 10% interest.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | On October 20, 2005, CMKMs interests in the Nevada
        property were relinquished by mutual consent of the Company and CMKM when
        the Company was assigned CMKMs 40% interest in the Hatchet Lake
        uranium prospect as described below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | c) | Doran Property (Quebec)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | By agreement dated March 15, 2005, the Company obtained
        an option to acquire a 100% interest in certain mineral properties in
        south-central Quebec (the Doran Property). The Company can
        earn its interest in the Doran Property by making a cash payment of $35,000
        (paid) and issuing 125,000 common shares in the first year (issued) and
        a total of $220,000 and 750,000 shares over 4 years and expending $1,000,000
        on the property over three years. The property interest is subject to
        a 2.5% NSR. The Company has the right to purchase up to three-fifths of
        the NSR, or 1.5%, for $1,750,000. The Company expended the required $220,000
        on exploration in 2005.

F-14

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|4. | MINERAL PROPERTY INTERESTS(Continued)
|-- | -------------------------------------
|   |                                      
|   | d)                                   
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      

F-15

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in
      Canadian Dollars)        

|4. | MINERAL PROPERTY INTERESTS(Continued)
|-- | -------------------------------------
|   |                                      
|   | e)                                   
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   | f)                                   
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|5. | CAPITAL STOCK                        
|   |                                      
|   | a)                                   
|   |                                      
|   |                                      
|   |                                      
|   |                                      

F-16

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|5. | CAPITAL STOCK(Continued)
|-- | ------------------------

| |  | iii)  | On April 12, 2004 the Company issued 100,000 common shares
      on the exercise of options at U.S. $0.25 per share for proceeds of $32,983;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | iv)   | On August 24, 2004 the Company issued 150,000 shares of common
      stock, to acquire access to a geophysical and geochemical database regarding
      the Yukon property, for total consideration of $58,788;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | v)    | In connection with the appointment of new officers of the Company,
      the former president returned 3,750,000 escrowed common shares to the Companys
      treasury for cancellation for no consideration. As of December 31, 2004
      the Company had no shares held in escrow.                                                                                                                                                                                                                                                                                                                                                                                         
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | vi)   | On December 31, 2004 the Company completed a private placement
      for 2,815,500 units, comprised of one common share and one common share
      purchase warrant, at a price of U.S. $0.15 (CDN $0.18) per share, for total
      consideration of $510,876. The share purchase warrants entitle the holder
      to purchase an additional share of common stock of the Company for U.S.
      $0.22 (CDN $0.26) if exercised on or before December 31, 2005 and U.S. $0.25
      if exercised thereafter on or before December 31, 2006. In addition, the
      Company issued 132,500 common shares paid as a finders fee in connection
      with the placement.       
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | vii)  | On March 21, 2005 the Company issued 125,000 shares for consideration
      of $45,604 under the option agreement to acquire interest in 44 mineral
      claims known as Doran Property situated in southeast Quebec.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | viii) | On September 22, 2005, the Company completed a private
        placement of the Company's shares, consisting of 550,000 non-flow-through
        units, at U.S. $0.15 per unit. Each unit consisted of one common share
        and one common share purchase warrant entitling the holder to acquire
        one additional share, at U.S. $0.25 per share, for a period of one year.
        The financing also consisted of 295,000 flow-through shares, at U.S. $0.20
        per share (without warrant).                                                                                                                                                                 
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | ix)   | On October 7, 2005 the Company completed a private placement
      of 1,275,000 units of the Company's shares, at U.S. $0.11 per unit. Each
      unit consisted of one common share and one non-transferable share purchase
      warrant. Each warrant enables the holder to acquire an additional share,
      at U.S. $0.25 each, for a period of two years. The Company received proceeds
      of U.S. $140,250 (CDN $165,154).                                                                                                                                                                                                                                          
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | x)    | On November 17, 2005 the Company completed a private placement,
      consisting of 5,333,334 units of the Company's shares. Each unit consisted
      of one common share and one share purchase warrant, each warrant entitling
      the holder to acquire an additional share for two years, at an exercise
      price of U.S. $0.25 per share. A finder's fee of 200,000 shares (6%) was
      paid to a private individual on a portion of the private placement. The
      grant date fair value of these warrants has been included in capital stock
      on a net basis and accordingly has not been recorded as a separate component
      of stockholders equity.
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | xi)   | During the year ended December 31, 2005, 250,000 shares were
      issued at U.S. $0.15 per share pursuant to exercise of stock options, and
      50,000 shares were issued at $0.30 per share pursuant to exercise of warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-17

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in
      Canadian Dollars)        

|5. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | b)                      

F-18

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|5. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | b)                      
|   |                         
|   |                         

| |                            |  |             |   |  | Weighted       |  |  |          | 
| | -------------------------- |  | ----------- | - |  | -------------- |  |  | -------- | 
| |                            |  |             |   |  | Average        |  |  | Weighted | 
| |                            |  | Options     |   |  | Exercise Price |  |  | Average  | 
| |                            |  | Outstanding |   |  | ($
      U.S.) |  |  | Life     | 
| | Balance, December 31, 2003 |  | -           |   |  | -              |  |  |          | 
| | Options granted            |  | 1,450,000   |   |  |                |  |  |          | 
| | Options exercised          |  | (100,000    | ) |  |                |  |  |          | 
| | Balance, December 31, 2004 |  | 1,350,000   |   |  | 0.15           |  |  | 2.99     | 
| | Options cancelled          |  | (675,000    | ) |  |                |  |  |          | 
| | Options granted            |  | 1,425,000   |   |  |                |  |  |          | 
| | Options exercised          |  | (250,000    | ) |  |                |  |  |          | 
| | Balance December 31, 2005  |  | 1,850,000   |   |  | 0.15           |  |  | 3.09     | 

The following table summarizes information
  concerning outstanding and exercisable common stock options under the Plan at
  December 31, 2005:

| |             |             | Remaining   | Weighted    | Number of   | Weighted   
| | ----------- | ----------- | ----------- | ----------- | ----------- | -----------
| | Range of    |             | Contractual | Average     | Options     | Average    
| | Exercise    | Options     | Life        | Exercise    | Currently   | Exercise   
| | Prices      | Outstanding | (in years)  | Price       | Exercisable | Price      
| | $ U.S. 0.15 | 1,850,000   | 3.2         | $ U.S. 0.15 | 1,850,000   | $ U.S. 0.15

| | c) | Warrants
| | -- | --------

| |                                |  |             |   |  | Weighted       |  |  |          | 
| | ------------------------------ |  | ----------- | - |  | -------------- |  |  | -------- | 
| |                                |  |             |   |  | Average        |  |  | Weighted | 
| |                                |  | Warrants    |   |  | Exercise Price |  |  | Average  | 
| |                                |  | Outstanding |   |  | ($
      U.S.) |  |  | Life     | 
| | Balance, December 31, 2003     |  | -           |   |  |                |  |  |          | 
| | Warrants granted during 2004   |  | 4,403,000   |   |  |                |  |  |          | 
| | Balance, December 31, 2004     |  | 4,403,000   |   |  | 0.25           |  |  | 1.73     | 
| | Warrants granted during 2005   |  | 7,158,334   |   |  |                |  |  |          | 
| | Warrants exercised during 2005 |  | (50,000     | ) |  |                |  |  |          | 
| | Balance, December 31, 2005     |  | 11,511,334  |   |  | 0.68           |  |  | 3.61     | 

F-19

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|5. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | c)                      
|   |                         
|   |                         

| | Warrants    | Exercise   | Expiry                   | 
| | ----------- | ---------- | ------------------------ | 
| | Outstanding | Price      | Date                     | 
| |             |            |                          | 
| | 839,500     | $0.30      | February 5, 2006         | 
| | 698,000     | U.S. $0.40 | June 9, 2006             | 
| | 2,815,500   | U.S. $0.25 | December 31, 2006        | 
| | 550,000     | U.S. $0.25 | September
      21, 2007 | 
| | 1,275,000   | U.S. $0.25 | October 6, 2007          | 
| | 5,333,334   | U.S. $0.25 | November 16, 2007        | 
| | 11,511,334  |            |                          | 

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                        
|   | Amounts payable to related parties as of December 31,
        2005 of $53,750 (2004 - $196,777) is owing to directors and former directors
        and to companies controlled by the former directors for consulting fees
        and for expenses paid on behalf of the Company.     
|   |                                                                                                                                                                                                                                                                                        
|   | During the year ended December 31, 2005 the Company
        incurred $72,500 in management fees to two of its officers. In 2004 the
        Company incurred $35,000 to one officer. (Refer to Note 9.)                                                                                
|   |                                                                                                                                                                                                                                                                                        
|   | During the year ended December 31, 2005 the Company
        incurred $12,854 in management fees to another of its officers (2004 
        $1,300).                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                        
|   | The above transactions have been in the normal course
        of operations and, in managements opinion, undertaken with the same
        terms and conditions as transactions with unrelated parties.                                                                                
|   |                                                                                                                                                                                                                                                                                        
|7. | INCOME TAXES                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                        
|   | The actual income tax provisions differ from the expected
        amounts calculated by applying the Canadian combined federal and provincial
        corporate income tax rates to the Companys loss before income taxes.
        The components of these differences are as follows:

F-20

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|   |                        
|-- | -----------------------
|7. | INCOME TAXES(Continued)
|   |                        

| |                                              |   | 2005        |   |   | 2004     |  
| | -------------------------------------------- | - | ----------- | - | - | -------- | -
| |                                              | $ |             |   | $ |          |  
| | Loss before income taxes                     |   | (10,068,841 | ) |   | (958,822 | )
| | Corporate tax rate                           |   | 34.1%       |   |   | 35.6%    |  
| |                                              |   |             |   |   |          |  
| | Expected tax expense (recovery)              |   | (3,433,475  | ) |   | (341,341 | )
| | Increase (decrease) resulting from:          |   |             |   |   |          |  
| | Amounts not
      deductible for tax         |   | 73,180      |   |   | 149,876  |  
| | Effect
      of change in statutory tax rate |   | -           |   |   | 12,000   |  
| | Renounced exploration
      expenditures     |   | 20,119      |   |   | 8,459    |  
| | Change
      in deferred tax asset valuation |   |             |   |   |          |  
| | allowance and other                          |   | 3,320,057   |   |   | 168,630  |  
| |                                              |   |             |   |   |          |  
| | Deferred income tax provision (recovery)     |   | (20,119     | ) |   | (2,376   | )

The Companys tax-effected deferred
  income tax assets and liabilities are estimated as follows:

| |                                                |   | 2005       |   |   | 2004     |  
| | ---------------------------------------------- | - | ---------- | - | - | -------- | -
| |                                                | $ |            |   | $ |          |  
| | Mineral properties in excess of carrying value |   | 3,484,000  |   |   | 218,000  |  
| | Non-capital losses available                   |   | 217,400    |   |   | 238,000  |  
| | Other                                          |   | 10,600     |   |   | -        |  
| | Potential deferred income tax assets           |   | 3,712,000  |   |   | 456,000  |  
| | Less: valuation allowance                      |   | (3,712,000 | ) |   | (456,000 | )
| |                                                |   |            |   |   |          |  
| | Net Deferred Income Tax Asset                  |   | -          |   |   | -        |  

As the criteria for recognizing deferred
  income tax assets have not been met due to the uncertainty of realization, a
  valuation allowance of 100% has been recorded for the current and prior year.

The Company has approximately $796,000
  (2004 - $668,000) of non-capital losses which can be applied to reduce future
  taxable income, expiring as follows:

| | Year
      of Expiry |   | Amount  | 
| | -------------------- | - | ------- | 
| |                      |   |         | 
| | 2006                 |   | 115,000 | 
| | 2007                 |   | 67,000  | 
| | 2008                 |   | 59,000  | 
| | 2009                 |   | 59,000  | 
| | 2010                 |   | 73,000  | 
| | 2014                 |   | 212,000 | 
| | 2015                 |   | 211,000 | 
| |                      | $ | 796,000 | 

F-21

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in Canadian
      Dollars)        

|7. | INCOME TAXES(Continued)                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has certain resource related deductions
        and other losses of approximately $10,217,000 (2004 - $613,000) which
        may be available to be offset against future taxable income in Canada.
        The realization of these tax benefits in future years will be recorded
        as an adjustment to the corporate tax provision in the year realized.
|   |                                                                                                                                                                                                                                                                                                                                                                              
|8. | SUPPLEMENTAL CASH FLOW INFORMATION                                                                                                                                                                                                                                                                                                                                           

| |                                |   | Year
      ended December, 2005 |  |   | Year
      ended December, 2004 | 
| | ------------------------------ | - | ------------------------------- |  | - | ------------------------------- | 
| | Cash paid during the year for: |   |                                 |  |   |                                 | 
| | Interest                       | $ | 486                             |  | $ | 700                             | 
| | Income taxes                   | $ | -                               |  | $ | -                               | 

|    | During the year ended December 31, 2005, the
        Company issued 125,000 shares for acquiring the Quebec property, at a
        value of $45,604.                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                  
|    | During the year ended December 31, 2005, a
        former Director and a company controlled by the same former director forgave
        a debt of $102,327 owing to them by the Company. This amount was credited
        to contributed capital.
|    |                                                                                                                                                                                                                                                  
|    | During the year ended December 31, 2004, 3,750,000
        escrow shares were returned to treasury and their original issuance cost
        of $7,500 was credited to contributed capital.                                                       
|    |                                                                                                                                                                                                                                                  
|9.  | COMMITMENTS                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                  
|    | By agreement dated June 1, 2004, the Company
        has committed to pay $60,000 per year in management fees to an officer.
        Either party may cancel this agreement on 45 days notice to the other
        party.                        
|    |                                                                                                                                                                                                                                                  
|    | By agreement dated January 3, 2005, the Company
        has committed to pay $3,000 per month in consulting fees to an independent
        contractor. Either party may cancel this agreement on 30 days notice to
        the other party.      
|    |                                                                                                                                                                                                                                                  
|    | By agreement dated June 2, 2005 the Company
        has leased office space for one year for an approximate annual rental
        cost of $13,000.                                                                                               
|    |                                                                                                                                                                                                                                                  
|10. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                  
|    | In addition to other subsequent events previously
        mentioned in the notes, the following events occurred subsequent to December
        31, 2005:                                                                                         
|    |                                                                                                                                                                                                                                                  
|    | a)                                                                                                                                                                                                                                               

F-22

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2005 AND 2004                
|(Stated in
      Canadian Dollars)        

|10. | SUBSEQUENT EVENTS(Continued)
|--- | ----------------------------
|    |                             
|    | b)                          
|    |                             
|    | c)                          
|    |                             
|    | d)                          
|    |                             
|    | e)                          

F-23

---

ITEM
18. **FINANCIAL STATEMENTS

Not applicable. Financial statements are provided under Item
17.

ITEM
19. **EXHIBITS

Item
19. **Exhibits

|1. | Certificate of Incorporation and Certificate of Amendment
        and Registration of Restated Articles and Bylaws(1)
|-- | ---------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                      
|4. | Material Contracts                                                                                                   

| | (a) | Agreement dated March 17, 2003, between the Company and the YK Group
      (incorporated by reference to the Companys 20-F dated June 06, 2003);(1)                                                                                                                                            
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                 
| | (b) | Agreement dated June 1, 2004 between the Company and
        Goodsprings Development Corp. whereby the Company can acquire up to a
        100% interest in and to the Black Warrior Project (Incorporated by reference
        to the Companys 20-F dated July 1, 2005);(1)                   
| |     |                                                                                                                                                                                                                                                                                                 
| | (c) | Agreement dated March 15, 2005 between Fayz Yacoub and
        the Company whereby the Company can acquire a 100% interest in the Doran
        Uranium Property (Incorporated by reference to the Companys 20-F
        dated July 1, 2005); and(1)                                           
| |     |                                                                                                                                                                                                                                                                                                 
| | (d) | Agreement
        dated April 7, 2005 between United Carina Resources Corp. and the Company
        whereby the Company can acquire a 20% right in the Hatchet Lake Property
        (Incorporated by reference to the Company’s 20-F dated July 1, 2005);
        and (1)                      
| |     |                                                                                                                                                                                                                                                                                                 
| | (e) | Agreement
        dated April 21, 2005 between the Company and United Carina Resources Corp.
        whereby United Carina may acquire up to a 10% interest in the Company’s
        Black Warrior Project (Incorporated by reference to the Company’s
        20-F dated July 1, 2005); and (1)
| |     |                                                                                                                                                                                                                                                                                                 
| | (f) | Agreement dated April 21, 2005 between the Company and
        CMKM Diamonds, Inc. whereby CMKM may acquire up to a 10% interest in the
        Companys Black Warrior Project (Incorporated by reference to the
        Companys 20-F dated July 1, 2005); and(1)                            
| |     |                                                                                                                                                                                                                                                                                                 
| | (g) | Agreement
        between the Company and United Carina dated October 21, 2005 whereby the
        Company may acquire a 50% interest in the Hatchet Lake Property (Incorporated
        by reference to the Company’s 6-K dated November 23, 2005);
        (1)                                

52

---

| |     | Property (Incorporated by reference
        to the Companys 6-K dated November 23, 2005);(1)                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                    
| | (h) | Assignment Agreement between
        the Company and CMKM Diamonds Inc. whereby the Company may acquire any
        and all interest of CMKM Diamonds Inc.s interest in the Hatchet
        Lake Property (Incorporated by reference to the Companys 6-K dated
        November 23, 2005); and(1)
| |     |                                                                                                                                                                                                                                                                                                    
| | (i) | Agreement between the Company
        and 10104075 Saskatchewan Ltd. whereby the Company may acquire an 80%
        interest in the Smeaton Property (Incorporated by reference to the Companys
        6-K dated November 25, 2005); and(1)                                                      
| |     |                                                                                                                                                                                                                                                                                                    
| | (j) | Agreement between the Company
        and Goodsprings Development Corp. whereby Goodsprings extended the terms
        of the Companys June 1, 2006 property payment as four quarterly
        payments.(2)                                                                                       
| |     |                                                                                                                                                                                                                                                                                                    
| | (k) | Entourage-10104075 Saskatchewan
        Ltd.claim file for the Smeaton Property; and(2)                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                    
| | (l) | Smeaton Property location map
        with legend; and(2)                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                    
| | (m) | Hatchet Lake Property map with
        legend.(2)                                                                                                                                                                                                                                                  

|31.1 | Section 302 Certification
        - CEO
|---- | ---------------------------------------
|     |                                        
|31.2 | Section 302 Certification - CFO        
|     |                                        
|32.1 | Section 906 Certification
        - CEO
|     |                                        
|32.2 | Section 906 Certification - CFO        

(1)
  incorporated by reference from our registration statement on Form F-1 that was
  originally filed with the commission on December 4, 2003.(2) incorporated by reference from our annual report on
  Form 20-F that was originally filed with the commission on June 30, 2006.

**SIGNATURES**

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly cause and authorized
the undersigned to sign this statement on its behalf.

ENTOURAGE MINING LTD.

Dated: July
  5, 2006



|By: | /s/ Gregory F. Kennedy        | 
|--- | ----------------------------- | 
|    | Gregory F. Kennedy, President | 

53

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